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1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

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

3. Transitional Services: Included when the seller needs to provide ongoing services post-completion

4. Employee Matters: Specific provisions dealing with key employees or employee-related liabilities

5. Real Estate Provisions: Required when the target company owns significant real estate (especially relevant for Lex Koller considerations)

6. Intellectual Property Rights: Detailed provisions when IP is a significant asset of the target company

7. Bank Financing: Required when the purchase is dependent on external financing

8. Break Fee: Included when parties want to specify compensation for failed completion

1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Obligations: Detailed list of actions and deliverables required at completion

4. Warranties: Full list of seller's warranties about the company and business

5. Disclosed Information: List of documents disclosed against the warranties

6. Properties: Details of all real estate owned or leased by the target company

7. Intellectual Property: List of all IP rights owned or licensed by the target company

8. Material Contracts: Summary of key commercial contracts

9. Employees: Details of key employees and their terms of employment

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

11. Completion Accounts: Pro forma completion accounts and accounting policies