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

2. Employee Matters: Include when specific employee arrangements or protections are needed

3. Real Estate: Include when target owns significant real estate assets

4. Intellectual Property: Include when IP assets are material to the transaction

5. Environmental Matters: Include for targets with significant environmental exposure

6. Bank Financing: Include when purchase is contingent on external financing

7. Competition Law Compliance: Include when transaction requires merger control approval

8. Transition Services: Include when seller will provide post-closing services

9. Non-Competition: Include when seller restrictions are required post-closing

1. Schedule 1: Definitions: Detailed list of defined terms used in the agreement

2. Schedule 2: Target Entity Information: Details of target entity including corporate information and subsidiaries

3. Schedule 3: Warranties: Detailed seller's warranties and any specific disclosures

4. Schedule 4: Properties: List and details of real estate owned or leased by target

5. Schedule 5: Material Contracts: List and summary of material contracts

6. Schedule 6: Intellectual Property: List of IP rights owned or licensed by target

7. Schedule 7: Employees: List of key employees and employment terms

8. Schedule 8: Closing Deliverables: Detailed list of documents required at closing

9. Schedule 9: Purchase Price Adjustment: Detailed mechanics for any price adjustment

10. Schedule 10: Data Room Index: Index of due diligence materials provided

11. Appendix A: Form of Transfer Deed: Form of share transfer document required under German law

12. Appendix B: Closing Minutes: Form of closing minutes and transfer documentation