1. Security for Payment: Include when payment is not made in full at completion

2. Third Party Consents: Include when transfer requires consent from other members or third parties

3. Foreign Investment Approval: Include when purchaser is foreign and FIRB approval is required

4. Tax Indemnity: Include when specific tax risks need to be allocated between parties

5. Non-Competition: Include when seller should be restricted from competing post-sale

6. Earn-out Provisions: Include when part of purchase price is contingent on future performance

7. Break Fee: Include when parties want to specify damages for non-completion

8. Management Transition: Include when seller has management role that needs transition

1. Schedule 1 - Membership Interest Details: Detailed description of membership interests being transferred

2. Schedule 2 - Company/Entity Information: Key details about the entity whose interests are being transferred

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion

4. Schedule 4 - Warranties: Detailed warranties given by seller regarding the business and membership interests

5. Schedule 5 - Encumbrances: List of any existing encumbrances on the membership interests

6. Schedule 6 - Required Consents: List of third party consents required for the transfer

7. Appendix A - Transfer Forms: Prescribed forms for transferring membership interests

8. Appendix B - Entity Constitution: Copy of current constitution or governing document of the entity

9. Appendix C - Existing Member Agreement: Copy of any existing shareholders/members agreement