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the purchase price shall be: twenty-nine percent (29%) cash '
down, with the balance of the principal payment over a
period of fifteen (15) years in equal annual installments,
with interest payable annually at the rate of six percent ~
(6y) per annum on the unpaid principal balance, and with the
right of prepayment in whole or part at any time (but not
prior to January 1 of the calendar year following the calendar F
year in which settlement on such sale occurs ) without penalty.
The obligation of the Purchasing Partners to the Selling
Partners shall be evidenced by the several promissory notes
of the Purchasing Partners, secured by the entire Partnership
Interests of the Purchasing Partners.
12.4 Dis osition of Net Proceeds: The net proceeds
from the sa a or other disposition of all or substantially
all of the Partnership Assets, after payment of or due
provision for all liabilities of the Partnership to creditors
(including loans, if any,~to the Partnership from Partners), !
shall be distributed in the following order of priority: s
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(A) First, to the Limited Partners, to the extent
of their Capital Accounts, rp,orata, in proportion to their
respective Units of Partnership Interest.
(B) Next, to the General Partners, to the extent
f of their Capital Accounts, rorata, in proportion to their
respective Units of Partnership Interest.
(C) Finally, any remaining net proceeds, to the
Partners, prorata in proportion to their respective Units of
Partnership Interest.
12.5 Termination of the Partnership: The Partnership
shall terminate when all Partnership Assets shall have been
disposed of (except for any liquid asset not so disposed
of and the net proceeds therefrom, as well as any other
liquid asset of the Partnership shall, after payment of or
due provision for all liabilities to creditors of the Partner-
ship (including loans, if any, to the Partnership from
Partners), have been distributed to the Partners as provided
in Section 12.4 hereof.
~ 12.6 Chan a of Limited Partners: The Partnership shall
not be disso ved y the withdrawal of any Limited Partner,
by the death of or adjudication of insanity or incompetency
~ of any Limited Partner, by the transfer of any Limited
Partner's~Partnership Interest, or by the admission of a
Limited Partner or a Substitute Limited Partner.
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