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1. Earnout Provisions: Used when part of the purchase price is contingent on future performance

2. Non-Compete Provisions: Used when the seller needs to be restricted from competing post-sale

3. Transition Services: Used when the seller will provide operational support post-closing

4. Employee Matters: Used when the buyout affects employment relationships or agreements

5. Intellectual Property Rights: Used when IP ownership or licensing needs to be addressed

6. Bank Accounts and Banking Matters: Used when banking relationships need to be transferred or modified

7. Real Estate Matters: Used when the LLC owns or leases real property that needs special attention

8. Environmental Matters: Used when environmental liabilities or compliance issues exist

1. Schedule A - Membership Interest Description: Detailed description of the membership interest being transferred

2. Schedule B - Purchase Price Calculation: Detailed breakdown of how the purchase price was determined

3. Schedule C - Closing Deliverables: List of all documents and items to be delivered at closing

4. Schedule D - Existing Liabilities: List of known liabilities affecting the membership interest

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

6. Appendix 1 - Form of Release: Form of mutual release to be executed at closing

7. Appendix 2 - Transfer Instruments: Forms of documents needed to effect the transfer

8. Appendix 3 - Amended Operating Agreement: Revised LLC operating agreement reflecting new ownership structure