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1. Foreign Ownership Compliance: Required when the purchaser is a foreign entity, addressing compliance with Philippine foreign ownership restrictions

2. Tax Matters: Detailed section on tax responsibilities when complex tax implications exist

3. Employee Matters: Required when the transaction affects employment agreements or employee benefits

4. Intellectual Property: Needed when the company owns significant IP assets

5. Real Property: Required when the company owns or leases significant real estate

6. Regulatory Approvals: Needed when the transaction requires specific regulatory clearances

7. Non-Competition: Optional restrictions on seller's future competitive activities

8. Transition Services: Required when the seller will provide post-closing operational support

1. Schedule A - Company Information: Detailed information about the company, including corporate documents and structure

2. Schedule B - Membership Interests: Details of the membership interests being transferred

3. Schedule C - Purchase Price Calculation: Detailed breakdown of purchase price and any adjustments

4. Schedule D - Encumbrances: List of any liens, encumbrances, or restrictions on the membership interests

5. Schedule E - Required Consents: List of third-party consents required for the transfer

6. Schedule F - Disclosure Schedule: Exceptions to representations and warranties

7. Appendix 1 - Closing Deliverables: List of all documents to be delivered at closing

8. Appendix 2 - Form of Transfer Instruments: Forms of documents to effect the transfer

9. Appendix 3 - Corporate Resolutions: Required corporate approvals and resolutions