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a partner; and the Partnership, the partners, and any other
persons having bus~.ness with the Partnership need deal only with '
the partners so named or so admitted. They shall not be required t
to deal with any other person by~reason of an a~signment by a !
partner, except as otherwise provided in this agreement. ~
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In the absence of the substitution of a limited partner, any `
payment to a partner shall acguit the Partnership of a21 liability ~
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to any other.persons who may be interested in such payments by
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reason of any assignment by the partner. '
D. If the substitution of a limited partner occurs at any
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time other than the end of the accounting period of the Partnership, s
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the distributive shares of the various items of partnership profits ~
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and losses as computed for Federal income tax purposes due the ~
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substituted partner and the Limited Partner (Harrison Land) shall i
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be allocated between the outgoing partner and the incoming partner !
in the ratio of the number of days in the taxable year before and
after the assignment.
E. Anything herein to the contrary notwithstanding, the
provisions of subparagraphs B and C of this Paragraph 16 shall not
apply to the situation of either:
W.
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~ (1) A merger or consolidation of the Limited Partner;
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(2) A sale of all of the assets of the Limited Partner;
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(3) A liquidation of the Limited Partner;
(4) The assignment of the Limited Partner's interest
as security for a debt; or
(5) Sale of part or all of the stock of the Limited
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