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1. Earn-out Provisions: Include when deal includes contingent consideration based on future performance

2. Intellectual Property Rights: Detailed IP provisions when significant IP assets are involved

3. Real Property Matters: Specific provisions when significant real estate assets are involved

4. Environmental Matters: Include for businesses with significant environmental risks or compliance requirements

5. Competition Compliance: Detailed antitrust provisions for transactions requiring competition approval

6. Financing Provisions: Include when transaction relies on external financing

7. Transitional Services: Include when post-closing services are needed between parties

8. Data Protection: Detailed provisions when significant personal data processing is involved

1. Disclosure Schedule: Exceptions to representations and warranties

2. Material Contracts: List and copies of key contracts affecting the merger

3. Real Property Schedule: Details of owned and leased properties

4. Intellectual Property Schedule: List of IP rights and registrations

5. Employee Schedule: List of key employees and employment terms

6. Permitted Encumbrances: List of accepted liens and encumbrances

7. Required Consents: List of required third-party and regulatory approvals

8. Form of Officer's Certificate: Template for closing certificates

9. Closing Deliverables: Detailed list of documents required at closing

10. Purchase Price Adjustment Methodology: Detailed calculations for price adjustments