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I <br /> I <br /> I <br /> I <br /> I <br /> I <br /> I <br /> I <br /> I <br /> I <br /> I <br /> I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br />respective capital accounts of the Partners. The total value of all <br />capital assets of the Partnership, the amount of each Partner's share <br />therein, and all matters pertaining to the property and business of the <br />Partnership shall be settled and determined on the basis of the books <br />and records of the Partnership, in accordance with the practice <br />theretofore followed in preparing or auditing such books and records. <br /> <br /> H. In the event of a liquidating distribution of any Partnership <br />asset in kind, the Partnership asset shall be valued and treated as <br />though the asset were sold at its fair market value and the cash <br />proceeds were distributed. The fair maker value of such assets shall <br />be determined by an independent appraiser actively engaged in <br />appraisal work in the Twin Cities metropolitan area, selected by a <br />majority in interest of the members of the Partnership. Each Partner <br />shall receive an undivided interest in such property equal to the <br />portion of the cash proceeds to which he would be entitled hereunder <br />as though the property had been sold and the proceeds distributed. <br />The difference between the fair market value of the asset distributed in <br />kind and its book value shall be treated as a gain or loss on sale of the <br />asset, and shall be credited or charged to the Partners in proportion to <br />their respective interest in Partnership capital, as hereinabove <br />provided. <br /> <br />SECTION 16.3 Books of Account - In case of liquidation of the <br />Partnership business, and winding upon of Partnership affairs, the <br />books and records of the Partnership shall be deposited with the <br />accountant or accounting firm which is responsible for the preparation <br />of financial statements and income tax returns for the Partnership on <br />the effective date of dissolution, and the same shall be retained for <br />inspection and use for a period of 48 months. <br /> <br />ARTICLE XVII. <br />Arbitration <br /> <br /> If any dispute or controversy arising out of or in relation to this <br />Agreement cannot be settled by the Partners, such dispute or <br /> <br />-15- <br /> <br /> <br />