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purchaser or purchasers duly executed instruments of transfer and <br />assignment (which shall include an appropriate bill of sale and <br />assignment), assigning and transferring good and marketable title <br />to the portion or portions of the Transferring Partner's entire <br />Partnership Interest thus purchased, free from any liens or <br />encumbrances or rights of others therein. The continuing <br />Partners shall provide to the Transferring Partner at the Closing <br />an agreement wherein they agree to assume and pay all existing <br />liabilities cf the Partnership and agree to indemnify it against <br />any and all such liabilities. The Transferring Partner shall <br />provide to the continuing Partners at the Closing an indemnity <br />agreement wherein the Transferring Partner agrees to indemnify <br />the Partnership and such continuing Partners against any <br />liabilities incurred by it which were not disclosed to the <br />Partnership or reflected on its books as of the Closing. The <br />Transferring Partner's entire Partnership Interest thus <br />transferred shall comprise all of its right, title, and interest <br />in and to the Partnership, its firm name and all assets thereto, <br />including but not limited to, the Transferring Partner's Capital <br />Account and its share of any undrawn or undistributed Net Profits <br />for any fiscal year up to the beginning of the fiscal year in <br />which the Closing occurs. The Transferring Partner's share of <br />Net Profits for the fiscal year in which the Closing occurs shall <br />be determined in accordance with the provisions of Section 4.1 of <br />this Agreement. Except as otherwise provided in ARTICL~ VII, <br />the Transferring Partner shall remain a Partner until the <br />Closing. The Transferring Partner's entire Partnership Interest <br />shall not be deemed to include any debts and liabilities of the <br />Partnership to the Transferring Partner for loans and advances <br />(other than by way of Capital Contributions) made by it, which <br />shall be repaid by the Partnership as required by the terms-of <br />such loans and advances and by law. The Partnership Interest <br />(and consequently, the Percentage Interest) of each purchaser <br />shall be increased by that portion of the Transferring Partner's <br />Partnership Interest equal to the fraction of the Transferring <br />Partner's entire Partnership Interest purchased by such <br />Purchaser. <br /> <br />ARTICLR VIII <br /> <br /> DISSOLUTION, LIQUIDATION AND TERMINATION OF THE PARTNERSHIP <br /> # <br /> <br /> 8.1 Dissolvinq Events. The Partnership shall be liquidated <br />and dissolved in the manner hereinafter provided upon the <br />decision of the Partners, as evidenced by a unanimous vote of <br />such Partners, to terminate the Partnership. <br /> <br /> 8.2 Method of Liquidation. Upon the decision to liquidate <br />and dissolve, the Partners shall, notwithstanding any provisions <br />to the contrary contained in the Uniform Partnership Act of the <br /> <br />State of North Carolina, apply and distribute the assets of the <br /> <br />14 <br /> <br /> <br />