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all property contributed by such Partner (net of liabilities that are secured by such contributed property), (ii) such Partner's allocated share of Net Profit and other items of income and gain of the Partnership, and (iii) the amount of any Partnership liabilities assumed by such Partner. Each 7 EFTA005
prior to closing, and without regard to any security (other than the Offered Interests) to be provided by the Purchaser for any deferred portion of the Offer Price. 6.1.3 The Firm Offer shall be irrevocable for a period (the "Offer Period") ending at 5:00 P.M., local time, at the Partnership's principal place
all property contributed by such Partner (net of liabilities that are secured by such contributed property), (ii) such Partner's allocated share of Net Profit and other items of income and gain of the Partnership, and (iii) the amount of any Partnership liabilities assumed by such Partner. Each 7 lkst*-U
prior to closing, and without regard to any security (other than the Offered Interests) to be provided by the Purchaser for any deferred portion of the Offer Price. 6.1.3 The Finn Offer shall be irrevocable for a period (the "Offer Period") ending at 5:00 •., local time, at the Partnership's principal place o
all property contributed by such Partner (net of liabilities that are secured by such contributed property), (ii) such Partner's allocated share of Net Profit and other items of income and gain of the Partnership, and (iii) the amount of any Partnership liabilities assumed by such Partner. Each 7 Dock US
prior to closing, and without regard to any security (other than the Offered Interests) to be provided by the Purchaser for any deferred portion of the Offer Price. 6.1.3 The Firm Offer shall be irrevocable for a period (the "Offer Period") ending at 5:00 M., local time, at the Partnership's principal place of
f all property contributed by such Member (net of liabilities that are secured by such contributed property), (ii) such Member's allocated share of Net Profit and other items of income and gain of the Company, and (iii) the amount of any Company liabilities assumed by such Member. Each Member's Capital Ac
appropriate to confirm such agreements; and (4) an offer (the "Firm Offer") to sell the Offered Interests to the other Members (the "Offerees") for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be
Entities connected to both Net Profit and the Offer Price

Wilmington
LOCATIONLeon Black
PERSONNet Profit and Net Loss
ORGANIZATIONthe United States Treasury
LOCATIONthe Person or Persons
ORGANIZATIONthe Treasury Regulations
ORGANIZATIONOccasioning Dissolution
LOCATIONthe Offered Interests
ORGANIZATIONUniform Transfers to Minors Act
ORGANIZATIONFederal, State
ORGANIZATIONAccounting Period
ORGANIZATIONReliance
ORGANIZATIONAllocation of Profits and Losses
ORGANIZATIONAllocation of Profits
ORGANIZATIONPurchase
LOCATIONCertificate of Formation
ORGANIZATIONEach Partner's
ORGANIZATIONWithdrawing Partner
PERSONElysium Management LLC
ORGANIZATIONCorporation Services Company
ORGANIZATION