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1. Break Fee: Provisions for payment if the deal fails under specified circumstances - included when parties negotiate such protection

2. Earnout Provisions: Structure for additional payments based on future performance - included when part of consideration is contingent

3. Employee Matters: Specific provisions regarding treatment of employees - included when significant employment considerations exist

4. Tax Matters: Detailed tax provisions and allocations - included when complex tax implications exist

5. Transition Services: Provisions for post-closing services between parties - included when operational integration support is needed

6. Intellectual Property: Detailed IP provisions - included when significant IP assets are involved

7. Competition Law Compliance: Detailed antitrust provisions - included when competition law issues are significant

1. Disclosure Schedule: Exceptions and disclosures to the representations and warranties

2. Financial Statements: Recent financial statements of the target company

3. Material Contracts: List and copies of important contracts affecting the merger

4. Real Property: Details of owned and leased real estate

5. Intellectual Property: Schedule of IP rights and registrations

6. Employee Information: List of employees, benefits, and employment agreements

7. Permits and Licenses: Schedule of governmental authorizations

8. Litigation: List of pending or threatened legal proceedings

9. Form of Shareholders' Resolution: Template for required shareholder approvals

10. Closing Deliverables: List of documents to be delivered at closing