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a) If the remaining Partners elect to purchase the interest of the retiring <br />Partner in the Partnership, the percentage of purchase of the retiring Partner's interest, the <br />purchase price, and the method of payment shall be the same as stated in Paragraph 21 with <br />reference to the purchase of a decedent's interest in the Partnership. <br />b) If the remaining Partners do not elect to purchase the interest of the <br />retiring Partner in the Partnership, the Partners shall proceed, with reasonable promptness, <br />to liquidate the business of the Partnership. The procedure as to the liquidation and <br />distribution of the assets of the Partnership business shall be the same as stated in <br />Paragraph 23 with reference to termination in the event of a Partner's death. <br />21. DEATH: <br />Upon the death of any Partner, his/her surviving spouse (provided she/he is entitled <br />to inherit under the Last Will and Testament of said Deceased duly admitted to probate, <br />his/her interest in the Partnership) shall have the option to revise the Partnership <br />Agreement with the other Partners, and the Partners agree to execute such a modification; <br />said option to be exercised by said widow/widower ninety (90) days after the date of death <br />of such Partner, by giving written notice to the other Partners. Said modification will <br />entitle the widow/widower to assume the partnership interest of the deceased partner. In <br />the modified agreement, each partner shall have one vote without regard to the percentage <br />of profits and losses allocated to that partner. <br />In the event the widow/widower does not so elect to modify the Partnership <br />Agreement, the surviving Partners shall have the right either to purchase the entire interest <br />of the decedent in the Partnership, as herein provided, or to terminate and liquidate the <br />Partnership business. <br />If the surviving Partners elect to purchase the decedent's interest, they shall serve <br />notice in writing of such election within three (3) months after the death of the decedent, <br />upon the executor or administrator of the decedent's estate; or, if at the time of such <br />election no legal representative has been appointed, upon any one of the known legal heirs <br />of the decedent, at the last known address of such heir. <br />a) If the surviving Partners elect to purchase the interest in the Partnership, <br />the purchase price shall be equal to the decedent's capital account as of the date of his/her <br />death, after adjustment as hereinafter provided to reflect current fair market value of any <br />real property or improvements thereon owned by the Partnership, increased by his/her <br />share of Partnership profits, or decreased by his/her share of Partnership losses for the <br />period from the beginning of the accounting year in which his/her death occurred, until the <br />end of the month in which his/her death occurred, and decreased by the withdrawals <br />charged to his/her capital account during such period. No allowance shall be made for <br />patents or other intangible assets, except as those assets have been reflected on the <br />Partnership's books immediately prior to the decedent's death; but the survivors shall, <br />nevertheless, be entitled to use the name of the Partnership. <br />The surviving Partners and the executor of the will of the deceased Partner <br />shall, within thirty (30) days after the exercise of the election to purchase by the surviving <br />Exhibit B <br />Pg. 5 of 7 <br />