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1. Tax Provisions: Detailed tax arrangements and responsibilities - include when there are specific tax implications or arrangements between parties

2. Non-Competition: Restrictions on the seller's future business activities - include when protecting the partnership's business interests is crucial

3. Intellectual Property: Specific provisions regarding IP rights - include when the partnership owns significant IP assets

4. Employee Matters: Provisions regarding employees and their rights - include when there are significant employment considerations

5. Foreign Investment Compliance: Specific provisions ensuring compliance with foreign investment laws - include when foreign parties are involved

6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of the purchase price is contingent on future events

7. Partner Approval: Provisions regarding obtaining other partners' approval - include when required by partnership agreement

1. Schedule 1 - Partnership Interest Details: Detailed description of the partnership interest being sold

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated

3. Schedule 3 - Partnership Assets: List of major assets owned by the partnership

4. Schedule 4 - Completion Requirements: Checklist of documents and actions required for completion

5. Schedule 5 - Existing Contracts: List of material contracts affecting the partnership

6. Appendix A - Partnership Agreement: Copy of the existing partnership agreement

7. Appendix B - Financial Statements: Recent financial statements of the partnership

8. Appendix C - Required Consents: List of required third-party consents and approvals