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1. Escrow Arrangements: Required when part of the consideration is held in escrow as security for warranty claims or indemnities

2. Non-Competition and Non-Solicitation: Included when restrictions on seller's future activities are required

3. Management and Employee Matters: Needed when there are specific arrangements for key employees or management retention

4. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed

5. Earn-out Provisions: Included when part of the consideration is contingent on future performance

6. Break Fee: Used when parties want to specify compensation for failure to complete

7. Transitional Services: Required when seller needs to provide continued services post-completion

8. Multiple Sellers Provisions: Required when there are multiple sellers to address joint and several liability

1. Details of the Shares: Complete description of shares being transferred including share certificates

2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price including adjustments

3. Warranties: Detailed warranties regarding the business, assets, and liabilities

4. Properties: List and details of all real property owned or leased by the target company

5. Material Contracts: List and copies of all material contracts of the target company

6. Intellectual Property: Details of all IP owned or licensed by the target company

7. Employee Information: Details of employees, benefits, and employment agreements

8. Completion Obligations: Detailed list of documents and actions required at completion

9. Permitted Leakage: List of permitted payments or value extractions in locked box deals

10. Data Room Index: Index of all documents disclosed in due diligence