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11.2 Ri ht of First Refusal: Notwithstanding any of
other provisions o this Article XI, no Limited Partner
shall depose of any part or all of his Partnership Interest,
otherwise than to (a) a parent or parents, spouse, natural
or adopted descendant or descendants, spouse of such descen- _
dant or brother or sister, (b) any person already a Partner,
(c) a trust, whether inter vivos or testimentary, or which
any person named in (a) or (b) above is the primary income
beneficiary, (d) a corporation, foundation or other organi-
zation described in Code Section 501(c)(3), and exempt from
income taxation under Code Section 501(a), by gift, bequest
or intestacy, without the prior written consent of the
Managing General Partner, or, in the absence of such prior _
written consent, without first giving to the Managing General
Partner, at least thirty (30) days in the advance of such
proposed disposition, written notice of his intention to _
make such disposition. No such notice shall be given unless
and until the Limited Partner desiring to make such disposition t
(hereinafter referred to as the "Offering Partner") shal-1
have obtained a bona fide offer in writing to purchase the
Offering Partner's Partnership Interest. A true copy of the
offer, setting forth all the terms and conditions of the
proposed purchase, with the names and addresses of the
proposed purchasers, shall be attached to such written
notice. For a period of thirty (30) days from the receipt
of such written notice, the Partners other than the Offering
Partner rorata, in proportion to their respective Units of
Partnership Interest, or in such other proportion as they
may otherwise agree upon) shall, have the option to make the
purchase from the Offering Partner under the same terms and
-conditions as are set forth in such written offer. Such
option shall be exercised by giving written notice thereof
to the Offering Partner. If such notice has not been given
by the expiration of the aforesaid thirty (30)-day period,
the Offering Partner shall be free to make such dispositions;
provided, however, that such dispositions shall be made
within ninety (90) days after such expiration and in strict
accordance with the terms and conditions of such bona fide
offer, and shall be subject to the provisions of Section 11.1
~ hereof. In the event that the Offering Partner's Partnership
~ Interest is not so disposed of within said ninety (90)-day
period, the provisions of this Section 11.2 shall again be
applicable and must be complied with.
11.3 Investment Intent and Limitation U on Transfer
of Partners i Interest: Eac Partner, Genera and Limited,
~ by the a cution of this Agreement, hereby represents that
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