1. Regulatory Approvals: Required when the transfer needs specific regulatory approvals (e.g., FIRB approval)

2. Security for Payment: Needed when payment terms include deferred consideration or vendor financing

3. Pre-Completion Obligations: Used when there are specific requirements before completion

4. Post-Completion Adjustments: Required when the consideration may be adjusted based on post-completion events

5. Non-Competition: Included when restricting seller's future competitive activities

6. Continuing Obligations: Used when seller retains ongoing obligations to the company

7. Third Party Consents: Required when transfer needs approval from other members or third parties

8. Intellectual Property Rights: Included when IP forms a significant part of the company's assets

1. Details of Membership Interests: Specific details of the interests being transferred, including class and percentage

2. Company Information: Key details about the company, including registration information and capital structure

3. Completion Requirements: Checklist of documents and actions required for completion

4. Form of Transfer Instruments: Pro forma transfer documents required to effect the transfer

5. Warranties: Detailed list of warranties given by the seller

6. Encumbrances: List of any existing encumbrances on the membership interests

7. Calculation of Purchase Price: Details of how the purchase price was calculated, if complex

8. Required Consents: List of required third-party or regulatory consents