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1. Employee Matters: Required if there are employees whose employment status needs to be addressed

2. Intellectual Property Rights: Needed if specific IP rights need to be transferred or protected

3. Non-Compete Provisions: Include if restrictions on seller's future business activities are required

4. Third Party Consents: Required if any third party approvals are needed for the transfer

5. Tax Matters: Include detailed tax provisions if complex tax implications exist

6. Transition Services: Required if seller will provide post-completion support or services

7. Debt and Liabilities: Include if specific allocation of debts and liabilities needs to be addressed

8. Property Matters: Required if partnership owns significant real estate assets

1. Partnership Details: Details of the existing partnership structure and business

2. Assets Schedule: Comprehensive list of partnership assets being transferred

3. Financial Statements: Recent financial statements of the partnership

4. Accounts Receivable: List of outstanding receivables and their allocation

5. Liabilities Schedule: Details of partnership liabilities and their treatment

6. Employee List: List of employees and their employment terms if applicable

7. Intellectual Property: Schedule of IP rights owned or used by the partnership

8. Contracts Schedule: List of key contracts and their treatment post-completion

9. Property Schedule: Details of any real estate owned or leased by the partnership

10. Completion Obligations: Detailed list of actions required at completion