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1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances

2. Tax Matters: Detailed tax provisions when significant tax implications exist

3. Employee Matters: Required when the partnership has employees affected by the transaction

4. Financing Contingency: Include when purchase is contingent on purchaser obtaining financing

5. Non-Competition: Required when seller needs to be restricted from competing

6. Transition Services: Include when seller will provide post-closing operational support

7. Environmental Matters: Required when partnership owns or operates facilities with environmental concerns

8. Intellectual Property: Include when partnership has significant IP assets

1. Schedule A - Partnership Interests: Detailed description of partnership interests being transferred

2. Schedule B - Purchase Price Allocation: Breakdown of purchase price allocation across assets/interests

3. Schedule C - Partnership Assets: Inventory of partnership's material assets

4. Schedule D - Material Contracts: List of partnership's significant contracts and agreements

5. Schedule E - Required Consents: List of third-party consents needed for transaction

6. Schedule F - Permitted Encumbrances: List of accepted liens or encumbrances on partnership assets

7. Schedule G - Disclosure Schedule: Exceptions to representations and warranties

8. Appendix 1 - Form of Transfer Power: Form document for transferring partnership interests

9. Appendix 2 - Closing Certificate Forms: Templates for closing certificates