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1. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on closing financial statements, working capital, or other metrics

2. Earn-out Provisions: Structure for additional payments based on post-closing performance metrics

3. Employee Matters: Specific provisions dealing with employee retention, benefits, or compensation

4. Tax Matters: Detailed tax-related provisions, including tax indemnities and allocations

5. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities

6. Transition Services: Terms for post-closing services provided by seller

7. Environmental Matters: Specific provisions for environmental liabilities and compliance

8. Intellectual Property Matters: Special provisions for IP transfer or licensing

9. Real Estate Matters: Specific provisions dealing with real property owned or leased by the target

1. Schedule A - Purchased Shares: Detailed description of shares being purchased

2. Schedule B - Purchase Price Calculation: Formula and methodology for calculating final purchase price

3. Schedule C - Seller's Disclosure Schedule: Exceptions and qualifications to seller's representations and warranties

4. Schedule D - Required Consents: List of third-party consents required for closing

5. Schedule E - Material Contracts: List and copies of material contracts of the target company

6. Schedule F - Intellectual Property: List of IP assets owned or licensed by the target company

7. Schedule G - Real Property: Details of owned and leased real property

8. Schedule H - Employee Information: List of employees and employment terms

9. Schedule I - Closing Deliverables: List of documents and items to be delivered at closing

10. Schedule J - Form of Closing Documents: Forms of various closing documents including resignations, releases, and certificates