1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied, such as regulatory approvals or third-party consents

2. Tax Matters: Included when specific tax arrangements or allocations need to be addressed

3. Non-Competition: Added when the seller needs to be restricted from competing activities

4. Further Assurance: Included when additional actions may be needed post-completion

5. Partnership Consent: Required when the partnership agreement has specific requirements for transfers

6. Regulatory Compliance: Added when the transfer requires specific regulatory compliance provisions

7. Break Fee: Included when parties agree to compensation if the deal fails under certain circumstances

1. Partnership Interest Details: Details of the partnership interest being transferred, including percentage, capital account balance, and any special rights

2. Form of Transfer Notice: Template for the formal notice of transfer to be provided to the partnership

3. Completion Deliverables: List of all documents and items to be delivered at completion

4. Warranties: Detailed warranties beyond those in the main agreement

5. Partnership Agreement: Copy of the current partnership agreement (by reference)

6. Required Consents: List of required consents and their status

7. Existing Encumbrances: Details of any existing encumbrances on the partnership interest