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Partnership Interest of the Withdrawing Partner, in the absence <br />of any other agreement among the Remaining Partners, shall be <br />determined in the manner specified in Section 7.1.1 for <br />purchasing the Partnership Interest shall be purchased at the <br />Closing at the price determined in the manner provided in Section <br />7.5 of this Agreement. The Withdrawing Partner shall have no <br />vote on any decision to be made by the Remaining Partners with <br />respect to the matters described in this Section 7.2. <br /> <br /> 7.2.2 If the Remaining Partner does not elect before the <br />expiration of the Acceptance Period and in the manner herein <br />provided to purchase the Withdrawing Partner's entire Partnership <br />Interest, the remaining Partners shall thereupon proceed with <br />reasonable promptness to dissolve, liquidate and terminate the <br />business of the Partnership, the procedure as to the dissolution, <br />liquidation and te£mination of the Partnership business to be as <br />provided in ARTICT~ VIII. <br /> <br /> 7.2.3 From the date on which the Notice of Withdrawal by a <br />Withdrawing 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 />7.3 Bankruptcy, Insolvency or Assiqnment for Benefit of <br />Creditors of a Partner. In the event that an <br />involuntary or voluntary proceeding under the Federal Bankruptcy <br />Code, as amended, is filed for or against any Partner, or if any <br />Partner shall make an assignment for the benefit of its <br />creditors, or if any Partner has a receiver or custodian <br />appointed for its assets, or any Partner generally fails to pay <br />its debts when due, the remaining Partner shall have the right to <br />treat such event as a Notice of Withdrawal under Section 7.2, and <br />the Withdrawal Date shall be the date of such event. Any such <br />Partner's trustee in bankruptcy or other legal representative <br />shall execute such documents, in a form reasonably satisfactory <br />to the partnership's attorney, as may be necessary and requisite <br />to evidence and effect any transfer made pursuant to this Section <br />7.3. If such trustee or legal representative fails or refuses to <br />execute such documents, then any Remaining Partner is authorized <br />to execute such instruments of transfer in the name of and on <br />behalf of said Partner, and for such purposes is hereby given an <br />irrevocable power of attorney to do any and ,all things, including <br />the execution of all documents necessary to implement and carry <br />out the foregoing. Except as otherwise provided in this <br />Agreement, a Partner described in this Section 7.3 shall be <br />treated as a Withdrawing Partner as provided in Section 7.2 of <br />this Agreement. The trustee or other legal representative of any <br />such bankrupt or insolvent Partner shall have no vote on any <br />decision to be made by the Remaining Partner with respect to the <br />matters described in this Section 7.3. <br /> <br />10 <br /> <br /> <br />