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to the General Partner at least sixty (60) days advance written
notice by certified~or registered mail of its intention to make
the disposition. No such notice shall be given until the Limited
Partner shall have obtained a bona fide written offer to purchase the
partnership interest involved. A true copy of the offer setting
forth al,l the terms and conditions of the proposed purchase, with
the names and addresses of the purchaser or purchasers, shall be
attached to the notic~e. For a period of sixty (60) days from
the receipt of the notice, the General Partner shall have the option
to make the purchase of all but not less than all of the partnership
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j interest involved from the Limited Partner, under the same terms and
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~ conditions as are set out in the written offer. In any event, the
i General Partner shall exercise the aforesaid option by giving
~ written notice by certified or registered mail to the Limited
Partner. If such notice has not been given within the aforesaid
sixty (60) days period, the Limited Partner shall be free to make
the disposition covered by the initial notice of offer to dispose
of the interest involved; provided, however, that the disposition
shall be made in fact within one hundred and fifty (150) days
after such expiration and in strict accordance with the tern:s
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and conditions of the written offer, and shall be otherwise subject
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to the provisions of this paragraph 17.
C. Without the consent of the General Partner, and except
as hereinafter provided, the assignee of the Limited Partner shall
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