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to be made by written notice.
In the event said two appraisers
cannot agree upon a fair market value within fifteen (15) days of
their appointment, they shall select a third qualified real estate
appraiser within twenty-one (21) days vf their appointment. If they
fail to agree upon a third such appraiser within said period, the
purchasing partner(s) appraiser shall submit a list of not less than
ten (10) such appraisers within thirty (30) days of his appointment,
from which the selling partner's appraiser shall select the third
appraiser within ten (10) days of receipt of said list. In the event
that either party or his appraiser shall fail to timely take any
action hereunder, the fair market value shall be established by the
most recent appraisal or wx.itten offer to settle of the non-defaulting
party. The appraisers shall consider all the assets of the partnership,
including but not limited to the following: real estate, equipmen~,
inventory, furniture and fixtures, cash, stocks, bonds or other intan-
gibles or any other property, real, personal or mixed;-excluding, ~
however, the good will of the partnership business, it any. The
appraisers shall also consider the restrictions, if any, placed upon
the selling partner's interest, by this Agreernent.
(ii) Terms. The remaining terms of the sale, such as whether
it shall be a cash sale or upon installments, interest
rates and other usual and customary terms and canditions
then found in purchase and sale contracts of business
interests shall be agreed upon by the selling partner and
the purchasing partner(s); provided, however, that they
are fair and reasonable to both parties; provided, further,
that either the selling partner or the purchasin~ partner(s)
may elect to requi~e a cash transaction. The transaction
shall be closed within one hundred eighty (180) days o~
the notice of sale.
(iii) Dissolution. Upon the consumation of any such sale in
accordance with this Article XV and its subparagraphs,
this partnership shall be dissolved effective as of the
B'?1K347 P~~E1184
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