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1. Seller Financing: Terms of any vendor financing if part of purchase price is paid over time

2. Intellectual Property: Specific provisions dealing with IP assets if significant to the partnership

3. Employee Matters: Provisions dealing with employees if partnership has employees

4. Real Estate: Provisions dealing with real property if partnership owns/leases significant real estate

5. Environmental Matters: Environmental representations and indemnities if partnership has environmental exposure

6. International Provisions: Additional provisions for cross-border transactions

7. Competition Approval: Required if transaction size meets Competition Act thresholds

8. Transitional Services: If seller will provide services post-closing

1. Schedule A - Partnership Interest Description: Detailed description of partnership interest being purchased

2. Schedule B - Purchase Price Allocation: Breakdown of purchase price allocation for tax purposes

3. Schedule C - Partnership Assets: List of material partnership assets

4. Schedule D - Material Contracts: List of important partnership contracts

5. Schedule E - Required Consents: List of third-party consents needed for transfer

6. Schedule F - Permitted Encumbrances: List of permitted liens and encumbrances

7. Schedule G - Disclosure Schedule: Exceptions to representations and warranties

8. Appendix 1 - Form of Transfer Documents: Forms of documents to effect transfer of partnership interest

9. Appendix 2 - Closing Checklist: List of documents and actions required at closing