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1. Employee Matters: Terms regarding treatment of employees, to be included if employees are being transferred

2. Intellectual Property: Specific provisions for IP transfer and protection, needed if significant IP assets are involved

3. Real Estate: Specific provisions for real estate transfer, needed if significant property assets are involved

4. Regulatory Compliance: Special provisions for regulatory approvals, needed if merger requires specific regulatory clearances

5. Tax Matters: Detailed tax provisions, needed if complex tax structures or implications are involved

6. Environmental Matters: Environmental warranties and indemnities, needed if environmental risks are present

7. Third Party Consents: Provisions regarding obtaining third party consents, needed if significant contracts require consent for transfer

8. Insurance: Provisions regarding insurance arrangements, needed if specific insurance matters need to be addressed

1. Schedule 1 - Partnership Details: Detailed information about each partnership including registration details and partners

2. Schedule 2 - Assets Schedule: Comprehensive list of assets being transferred

3. Schedule 3 - Liabilities Schedule: List of all liabilities being assumed or transferred

4. Schedule 4 - Intellectual Property: Details of all IP rights owned by each partnership

5. Schedule 5 - Real Estate: Details of all real estate owned or leased by the partnerships

6. Schedule 6 - Material Contracts: List of important contracts that need to be transferred or terminated

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

8. Schedule 8 - Completion Actions: Detailed list of actions to be taken at completion

9. Schedule 9 - Pre-Completion Undertakings: List of actions prohibited or required before completion

10. Appendix A - Form of Transfer Instruments: Templates for various transfer documents required for the merger

11. Appendix B - New Partnership Deed: Draft of the new partnership deed post-merger