tiktok���˰�

1. Price Adjustment: Mechanisms for adjusting the purchase price post-completion, used when price depends on completion accounts or earnout provisions

2. Tax Covenant: Specific tax indemnities and allocations of tax liabilities, used when tax exposures are a significant concern

3. Non-Competition: Restrictions on Seller's competing activities, used when Seller could compete with the Company

4. Transitional Services: Arrangements for Seller to provide services post-completion, used when Company relies on Seller's infrastructure

5. Employee Matters: Specific provisions regarding employees and benefits, used when employment issues are material

6. Intellectual Property: Special provisions for IP transfers or licenses, used when IP is a key asset

7. Related Party Contracts: Treatment of contracts between Company and Seller group, used when such arrangements exist

8. Break Fee: Provisions for payment if transaction fails, used in higher-value transactions

1. Details of the Company: Corporate information including share capital, directors, and subsidiaries

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

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Full set of Seller's warranties about the Company and its business

5. Properties: Details of all real estate owned or leased by the Company

6. Intellectual Property Rights: List of all IP owned or licensed by the Company

7. Material Contracts: List and details of key commercial contracts

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

9. Tax Affairs: Details of tax positions, disputes, and special arrangements

10. Disclosed Documents: List of documents disclosed against the warranties