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WHEREAS, * * * [the general partnership] acquired
from the Trustee certain of the Improvements and
Personalty in consideration of a promissory note in the
amount of $450,742.00 * * *;
WHEREAS, Rayburn and Forbes have also agreed to
terminate * * * [the general partnership] effective as
of December 31, 1987 and to divide the assets of * * *
[the general partnership], (inclusive of the
Improvements and Personalty) taking into account the
Realty received by each from * * * [the limited
partnership] and the payment of certain monies between
or for the account of Rayburn and Forbes;
* * * * * * *
NOW, THEREFORE, * * * Rayburn and Forbes hereby
agree as follows:
1. Termination and Dissolution of Farms and
Malatchie Land. Rayburn and Forbes acknowledge and
agree that effective as of 11:59 p.m. December 31,
1987, * * * [the general partnership and the limited
partnership] are each terminated and dissolved, and all
assets of * * * [the general partnership and the
limited partnership] have been distributed pursuant to
the agreements between Rayburn, Forbes, and Trustee, as
applicable * * *.
* * * * * * *
3. Division of Assets. Forbes and Rayburn agree that
the assets and liabilities of * * * [the limited
partnership and the general partnership] upon dissolution,
excluding that portion of * * * [the limited partnership]
distributed to the Trustee, are to be distributed in such
manner that the net values of properties received, after
deducting liabilities assumed, and taking into account other
monetary adjustments between the parties, result in an equal
distribution to both parties.
* * * * * * *
5. Title to Assets Distributed. (a) The North
and South Ends of the Realty and respective related
Improvements and Personalty, except to the extent a 42
percent interest in the Realty is being conveyed to the
Trustee, are being conveyed to Rayburn and Forbes
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