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conditions relating to the proposed transfer. The Partnership <br />and any Remaining Partner shall have a period of forty-five days <br />following the date the Notice of Transfer is given (the "Response <br />Period") within which to notify in writing (the "Response") the <br />Transferring Partner whether the Remaining Partner wishes to <br />purchase its entire Partnership Interest or whether any Remaining <br />Partner wishes to treat such Notice of Transfer as a Notice of <br />Withdrawal under Section 7.2. <br /> <br /> 7.1.2 The Partnership Interest of a Partner may be <br />transferred or sold at any time to a Permissible Transferee <br />without first giving the Notice of Transfer as specified in this <br /> <br />Section 7.1, but the Partnership Interest so transferred shall <br />remain subject to all the provisions of this Agreement. <br /> <br /> 7.1.3 From the date on which the Notice of Transfer by a <br />Transferring Partner is given until the Valuation Date specified <br />in Section 7.5, the Partnership shall incur no expenses other <br />than in the ordinary course of its business. <br /> <br /> 7.1.4 Any attempt by any Partner to sell, assign or <br />otherwise transfer or dispose of a Partnership Interest other <br />than as provided in this Section 7.1 shall be of no effect, shall <br />be null and void, shall not entitle the purchaser, assignee or <br />transferee of such Partnership Interest to any interest in or <br />distributive share of the Partnership or its Net Profits, Net <br />Losses or properties, and shall not be reflected upon the books <br />and records of the Partnership. <br /> <br />7.2 Withdrawal of a Partner. <br /> <br /> 7.2.1 Except for those situations governed by Section 7.1, <br />any Partner shall have the right to withdraw from the Partnership <br />as of the end of any calendar year (the "Withdrawal Date"). If a <br />Partner shall elect to withdraw from the Partnership, it (the <br />"Withdrawing Partner") shall give notice (the "Notice of <br />Withdrawal") of that fact in writing to the Partnership and the <br />other Partner at lease ninety days before the Withdrawal Date. <br />The withdrawal of a Withdrawing Partner shall have no effect <br />whatsoever upon the continuance of the P~rtnership, nor shall <br />such withdrawal effect a dissolution or termination of the <br />Partnership. The Partnership and the Remaining Partners shall <br />have a period of forty-five days following the date the Notice of <br />Withdrawal is given (the "Acceptance Period") within which to <br />notify in writing the withdrawing Partner whether the Remaining <br />Partners (or any one or more of such Remaining Partners) wish to <br />purchase its entire Partnership Interest. If the Remaining <br />Partners decide that they (or one or more of them ) will purchase <br />the entire Partnership Interest of the Withdrawing Partner, the <br />percentage which each such Remaining Partner will purchase of the <br /> <br />9 <br /> <br /> <br />