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A Y
VOLUNTARY TERMINATION, RETIREMENT, DEATH
(a) Voluntarx Dissolution- Notwithstanding anything contained
in this Agreement, the Partnership may be dissolved at any time
by election of ZANKL, with the written consent of TOMECEK, in wh~ch
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event the Partners shall proceed with reasonable promptness to liquidate
the business of the Partnership. The Partnership name shall be
sold with~other assets of the business.. The assets of the Partnership
shalllE used and distributed in the following order:
(1) To pay or provide for the payment of all partnership
liabilities and liquidating expenses and obligations.
(2) To the income accounts of the Partners to cause said
accounts to be in the ratio set forth in Article VI, and
then in said ratio to the extent available therefor. `,
(3) To discharge the balances of the income accounts
of the Partners to the respective Partners.
(4) To the capital accounts of the other Partners to
cause said accounts to be in the ratio set forth in ~
Article V as adjusted in accordance therewith.
(5) To discharge the balance of the capital accounts
of the Partners to the respective Partners.
Provided finally, ZANKL shall have the absolute riqht to dissolve
this Partnership without TOMECEK's consent, provided.that, TOMECEK
shall have forty-five days after the determination of the Partnership
value and notice of ZANKL's desire to dissolve the Partnership, to
purchase ZANKL's Partnership interest for cash, or any other terms
agreed upon by ZANKL and TOMECEK. In the event TOMECEK shall decline
to purchase ZANKL's interest ZANKL may immediately elect to dissolve
the Partnership as though he had received TOMECEK's consent_
(b) Voluntary Withdrawal Death or Disability of a Partner
In the event any partner, his successor or assign, of his personal
representative in the event of incompetency or death, (in either case,
hereinafter the "selling partner") desires to withdraw from this
partnership at any time, he may give other partner(s) written notice
BAnK 347 PaGE 11$2
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