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remain li~ble for 1lature assessments properly allocab~e
to th~ paxtnership units aequirecl by such assi~nee. ;
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3. Any Limited Partner, after receivin~ a bona fide written
offer to purc h~se, shall have the right to transfer all or any E
part of his interes~ in the partnership, to a third person, but
only after he has first ofrered in writing to se1.1 such interest i
to the remaining Partners on the same terms as sueh bona fide
written ofi'er. Atiy stockholder who at any t3me desires to se11
or otherwise dispc~se of h3s partnership units in any way except
to transfer said partnership units to permitted transferees as ~
hereinafter described, shall offer or be deemed to offer said
partnership units to the remain3ng Partners of the partnership. '
Sueh offer, acceptance and sale shall comp~.y with the pro-
visions specified beloz~:
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a. Such I.imited Partner desirin~ to sell his partner-
ship units, hereinafter referred to as the "offerin~ Limited
Partner" shall offer ~he same for sale to the remainin~ ~
General and Limited Partners under th~ terms of this para-- ~i
graph, hereinafter reFerred to as the "offerees" in writing ~
duly si~ned and forwarded by certif3ed mail addressed to ~
such parties. Said notice shall state the name and address
of the person desirin~ to pu~~chase said units and the terms
oP payment of
such sale together with a photostatic copy of
said offer attached thereto. No offer i'rom an outside party
shali be deemed a bona fide offer unless accompanied by a
deposit equal to ten.{10~) per-cent of the purcnase price
which the outside party offered to pay for said partnership
units.
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b. If they wish to accept, the offerees must accept ~
the offer not later than thirty (30) days after actual
written receipt of said offer. The said acceptance musti b e
in writing, duly si~ned, and must be addressed to the party '
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making said oPfer and must be for~rarded to him by certified
mail to his last known address. As b etween the General Part- ~
ners and the Limited Partners, the General Partners shall s~j
have the first ri~ht to accept or re~ect the said offer. The
Gener al Partners may ac~ept 3n whole or in part. In the
event that the General Partners elect to accept as to only
part o~' the partnership units oi'fered for sale the remaining !
Limited Partners are entitled to accept as to the balance
of such partnership units. As b etween the remsining Limited
Partners, each shall have the i.nitial ri~ht to accept that
part of the total partnership units offa:.•ed ~~hich said re-
mainin~ Limited Par~ner~s partnership units b ear to the
total number of total partnership units of all of the re-
maining Limited Partners desiring to purchase said ~artner-
~ ship units.
~ 4. No assignee of the whole or any portion oi' a Limited
~ Partner~s i nterest iii the partnership shall have tha ri~ht to be-
~ come a sub stitu~ed Limited Partner in place of his assi~nor unless
all of the folloi~ring condi.tions are satisfied:
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a. Tl;e writi;en consent of the General Partners to
~ s~ch substitution shall be ob tained, the grantin~ or de71a1 •
of tahich shall be wit;hin the sole and absolute discretion ;
of - the General Par ~ners . .
b. The duly er_~c~ted and ac~moc~rled~ed vmit~en instru-
F ment of assi~nment t~rhich has been filecl with the partner-
st;ip sets for~h the intent~on of the assi~nor that the
assi~nee b ecome a substjtuted Limited Partner in his place;
= c. The par~nership interest being aca,uired tiy the assi~nce
E consists of at le~st one (1} or more trrnole units;
a
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! 3- B~~i( ~V~l PA~t ~4~
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L~W OFFICES OF GOLDSTFIN. FRANKLFtJ, CHONIN R SGHRANK, f~. A., 2020 NORTHEAST 163r.o STREET. NORTH MIAMI DEACH. FLORIDA 3316T. ~
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