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1. Conditions Precedent: Required when completion is subject to specific conditions being met, such as regulatory approvals

2. Purchase Price Adjustment: Used when the price may be adjusted based on accounts or other factors

3. Non-Competition: Include when restricting seller's future competitive activities

4. Tax Covenants: Detailed tax provisions needed for larger transactions or where specific tax risks exist

5. Foreign Exchange Provisions: Required when transaction involves international parties or foreign currency

6. Tag-Along Rights: Include when other members retain rights to join the sale

7. Drag-Along Rights: Include when majority seller can force other members to join the sale

8. Regulatory Compliance: Additional provisions needed for regulated industries or large transactions

1. Details of the Company: Complete corporate information including registration details, directors, and existing members

2. Membership Interests Being Transferred: Detailed description of the membership interests including any certificate numbers or registration details

3. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated

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

5. Warranties: Detailed warranties about the company and business

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

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

8. Existing Contracts: Key contracts that may be affected by the transfer