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7.4 Obliqations of Transferee. Each transferee of a <br />Partnership Interest in the Partnership shall, Unless this <br />Agreement expressly provides otherwise, hold such Partnership <br />Interest subject to all the provisions of this Agreement. The <br />transferee shall also execute all other documents necessary to <br />effect the transferee's admission as a Partner. The <br />transferee shall reimburse the Partnership for reasonable legal <br />fees and other expenses incurred in connection with its admission <br />as a Partner. The term "Partner" as used in this Agreement shall <br />be deemed to include each transferee following the transferee's <br />execution of this Agreement. <br /> <br /> 7.5 Valuation. The purchase price to be paid for the <br /> Partnership Interest of any Partner whose interest is being <br /> transferred (except for the Partnership Interest of a Permissible <br /> Transferee, or the Partnership Interest purchased by a third <br /> party transferee pursuant to the terms of a Notice of Transfer as <br /> provided in Section 7.1) shall be equal to the agreed value of <br /> the Partnership multiplied by the Percentage Interest owned by <br /> the Partner whose interest is being transferred (the <br /> "Transferring Partner") as of the Valuation Date (as defined <br /> below). The initial agreed value of the Partnership is <br /> $25,000.00. Hereafter, on or before the date of the annual <br />meeting of Partners, the Partners shall review the Partnership's <br />financial condition as of the end of the preceding fiscal year <br />and shall determine by agreement the Partnership's value, which <br />shall be the agreed value of the Partnership until a different <br />value is agreed upon or otherwise established under the <br />provisions of this Agreement. The agreed value shall be <br />evidenced by a written and executed agreement placed in the <br />minute book of the Partnership and by entering the agreed value <br />on a schedule attached to this Agreement. If no valuation has <br />been agreed upon within two years of the date of the last agreed <br />value, the purchase price to be paid for the Partnership Interest <br />of each Partner shall be equal to the book value of the <br />Partnership (as determined in accordance with the following <br />provisions of this Section 7.5) as of the Valuation Date, <br />multiplied by the Percentage Interest owned by the Transferring <br />Partner as of such Valuation Date. The Valuation Date shall be <br />December 31 of the year in which a Withdrawing Partner elects to <br />withdraw, or the last day of the month next preceding the month <br />in which occurs: (i) the Notice of Transfer, in the case of a <br />proposed voluntary disposition of a Partnership Interest; (ii) <br />one of the events specified in Section 7.3, in the case of a <br />purchase occurring by reason of one of such events. "Book value" <br />shall mean the difference between the total assets and total <br />liabilities of--the Partnership as of the Valuation Date <br />determined in accordance with generally accepted accounting <br />principles by the Partnership's Accountant upon an examination of <br />the Partnership books of account, subject to the following <br />adjustments and observance of the following principles: <br /> <br />11 <br /> <br /> <br />