1. Non-Compete Provisions: Restrictions on Seller's future business activities - include when protecting partnership's business interests

2. Ongoing Liabilities: Treatment of existing liabilities - include when there are significant partnership obligations

3. Employee Matters: Handling of employment relationships - include when Seller is active in management

4. Intellectual Property: Treatment of IP rights - include when partnership owns significant IP

5. Due Diligence: Pre-completion investigation rights - include for complex or high-value transactions

6. Post-Completion Obligations: Ongoing duties after transfer - include when there are continuing obligations

7. Earn-out Provisions: Additional future payments based on performance - include when part of purchase price is contingent

8. Third Party Consents: Requirements for external approvals - include when third party agreements are material

1. Partnership Interest Details: Detailed description of the partnership interest being transferred

2. Purchase Price Calculation: Breakdown of how the purchase price was determined

3. Partnership Agreement: Copy of the existing partnership agreement

4. Assets Schedule: List of partnership assets affected by the transfer

5. Completion Checklist: List of documents and actions required for completion

6. Outstanding Liabilities: List of current partnership liabilities and obligations

7. Required Consents: List of required partner and third-party consents

8. Transfer Instruments: Forms and documents required to effect the transfer