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shall take place on the next succeeding business day at the
same time and place.
(e) O~ the closi~g date, Meadow erook and a21 its
partr-era shall entec into a~n dmendment of Meadow Brook's
partnership agreement, satisfactory to Verde in fora and
Bubstance, pursuant to which (i) Verde shall be admitted as
a general partner of MeadoW Brookj (ii) Verde's partnershfp
.~ . .
interest in the assets, liabilities, profits and losses of
Meadow erook shall be as deacribed in paragraph 1(b)~ (ifi)
the terms of Verde's partnership shall be the same as those
of each other partner or, if the terms of the other part~ers
differ, Verde's terms ahall be no less favorable than those
applicable to the partner then having the most favorable
te rtns .
(f) In the event that after the date_hereof, and
before the closing date, Meadow Brook shall (i} incur any
indebtedness for borrowed money which is not used exclusive-
ly for the purchase of partnerhsip propertyf (ii) make any
distribution to or for the account of any partnerf or (iii)
sell or otherwise dispose of partnership property at less
than its fair market value; then the purchase price shall be
reduced by Verde's Percentage Interest of the amount of such
indebtedness not used for the purchase of partnerahip
property [in the case of clause (i)j; the amount of such
distribution [in the case of clause (fi)]s and or the
amount by which the fair market value of the property sold
(at the time of its sale) or otherwise disposed of exceeds
the fair market value of the congideration -( at the time of
such sale) received by Meadow Brook [in the case of.clause
(fii)]. ~
2. General Matters.
(a) All documentary stamp taxes, intangibles taxes
and other expenses in connection with the conveyances and
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