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1. Parties: Identification of seller(s) and purchaser(s) of partnership interest
2. Background: Context of the transaction and partnership structure
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including interest being sold and purchase price
5. Completion: Timing and mechanics of closing the transaction
6. Warranties: Seller's representations about the partnership interest
7. Confidentiality: Protection of sensitive information
8. Governing Law: Specification of applicable law and jurisdiction
1. Regulatory Approvals: Required when the partnership operates in a regulated industry requiring regulatory clearance for ownership changes
2. Tax Covenants: Specific tax-related promises and indemnities, used when tax liabilities are significant
3. Non-compete: Restrictions on seller's future activities to protect the partnership's business interests
1. Schedule 1 - Partnership Information: Details of partnership structure, assets, and material contracts
2. Schedule 2 - Warranties: Comprehensive list of warranties given by the seller regarding the partnership interest
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Tax Covenant: Detailed tax-related provisions, indemnities, and allocation of tax liabilities
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