Limited Partnership Agreement Page 17
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229.5
Prohibition Against Other Transfer.
Except as provided in Section 9.3 and
Section 9.4 above, no Partner, or his heirs, personal representatives, successors, or assigns, shall
have the right, at any time, to sell or transfer, for consideration or gratuitously, all or any portion
of his interest in this Partnership unless the following procedure is followed:
A.
Subject to the nine (9) month prohibition against transfer outlined in
Section 9.2, such Partner shall deliver a notice in writing to the remaining Partners, stating the
price, terms, and conditions of such proposed sale or transfer, and the identity of the proposed
transferee. For a period of thirty (30) days after receipt of such notice, the remaining Partners
shall have the first right to purchase all, but not less than all, of such interest so offered on the
terms and conditions set forth in said notice or if there is no proposed transferee then for the
price and on such terms and conditions as may be negotiated by the selling and buying parties.
B.
If there is more than one remaining Partner electing to purchase, each such
Partner shall be entitled to purchase a proportionate share of the selling Partner's interest. If one
or more Partners decline to purchase their proportionate share of such Partner's interest so
offered, the proportionate share of each Partner who elects to purchase shall be increased pro
rata.
C.
Should the remaining Partners fail to purchase all of such Partner's interest
specified in the notice provided for in this Section, then after the expiration of thirty (30) days
after receipt by them of such notice, or as soon as the Partners decide not to exercise their first
right of refusal, the transferor Partner may transfer his interest to anyone without regard to any
restrictions on transfer contained herein on the same terms and conditions and for the same price
as set forth in the notice or if there is no proposed transferee, on the terms and conditions and for
the price approved by the remaining Partners and upon no more favorable terms and conditions
and for no less a price; provided, however, that if said interest is not transferred within one
hundred (100) days after notification, then the transfer of such interest shall again become
subject to the provisions of this Section.
D.
In the case of any Partner which is a corporation or Partnership, the
transfer of fifty percent (50%) or more of the ownership of such corporation or partnership shall,
for purposes of this Agreement, be deemed a transfer of the partnership interest owned by such
Partner.
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