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1. Purchase Price Adjustment: Include when price may be adjusted based on financial metrics or other factors

2. Seller Financing: Include when part of purchase price is paid through promissory note or other financing

3. Regulatory Approvals: Include when transaction requires government or regulatory approvals

4. Non-Competition and Non-Solicitation: Include when seller agrees to restrictions on future business activities

5. Tax Matters: Include detailed tax provisions when transaction has significant tax implications

6. Employee Matters: Include when transaction affects partnership employees

7. Intellectual Property: Include when partnership owns significant IP assets

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

1. Schedule A - Description of Partnership Interest: Detailed description of partnership interest being transferred

2. Schedule B - Purchase Price Calculation: Breakdown of purchase price components and calculations

3. Schedule C - Partnership Information: Key information about the partnership, including assets and operations

4. Schedule D - Required Consents: List of third-party consents needed for transfer

5. Schedule E - Permitted Encumbrances: List of permitted liens or encumbrances on partnership interest

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

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

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

9. Appendix 2 - Form of Release: Form of release from partnership obligations