An audit shall be made as of the closing date. The Partnership agreement may be amended to include new partners upon the written and unanimous vote of all Partners. The name of the Partnership may be amended if a new Partner is added to the Partnership upon the written and unanimous vote of all current Partners.
Each Partner shall have the right to manage the affairs of the partnership in the ordinary course of the business.
However, no partner may:. A management committee shall be elected by a majority vote of the partners that shall conduct the business of the partnership, and shall have the authority by its majority vote to operate all the business affiars of the partnership, other than those specifically provided exclusively to the Partners. This Partnership shall terminate upon the death, bankruptcy or incompetency of any partner. In such case where there exist more than two partners in the partnership, the remaining partners shall act as trustees on the former partner's behalf and shall promptly wind up the affairs of the partnership unless the remaining partners agree that they will continue the business of the partnership.
The partner s shall serve a written notice to the executor, administrator, assigns, or the known legal heirs of the decedent at the last-known address of such heir for the intention to purchase the decedent's interest in the partnership.
The purchase price of the decedent's interest in the partnership shall be the latter's capital amount at the time of the death of the decedent plus the decedent's income account at the end of the prior fiscal year, with addition to profits from the partnership, and deductions from partnership losses for the start of the fiscal year of the incident of death until the end of the calendar month of the occurrence of death.
No allowance shall be made for goodwill, trade name, patents, or other intangible assets, except as those assets have been reflected on the partnership books immediately prior to the decedent's death; but the survivor shall nevertheless be entitled to use the trade name of the partnership. Except as herein otherwise stated, the procedure as to liquidation and distribution of the assets of the partnership business shall be the same as stated in the section regarding Voluntary Termination.
By agreement of all Partners, the Partnership may be dissolved. In which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership.
The assets of the partnership business shall be preferred:. Any Partner will have the right to voluntarily withdraw from the Partnership at any time by serving a written notice to the Partnership 90 ninety days prior effectivity. Such withdrawal shall result to the dissolution of the Partnership.
A Dissociated Partner will only exercise the right to withdraw in good faith and will act to minimize any present or future harm done to the Partnership as a result of the withdrawal. Occurrences resulting in the involuntary withdrawal of a Partner from the Partnership will include but not be limited to: death, mental incapacity, disability preventing reasonable participation in the Partnership, incompetence, breach of fiduciary duties, criminal conviction, expulsion, by operation of law, or such act or omission reasonably be expected to bring the business or societal reputation of the Partnership into disrepute.
A Trustee in bankruptcy or similar third party who may acquire the dissociated Partner's interest in the Partnership will only acquire that Partner's economic rights and interests. No other rights shall be acquired by the Trustee and the acquisition of the of the economic rights and interests of the dissociated partner's interest is not admission to the Partnership.
The trustee shall not have voting interests, nor exercise in any part of the management in the partnership. Where the dissociation of a Partner for any reason results in the dissolution of the Partnership, then the Partnership will proceed in a reasonable and timely manner to dissolve the Partnership, with all debts and obligations being paid first, prior to any distribution of the remaining funds. Valuation and distribution will be determined as described in the Valuation of Interest section of this Agreement.
The remaining Partners retain the right to seek damages from a dissociated Partner where the dissociation resulted from a malicious or criminal act by the dissociated Partner or where the dissociated Partner had breached their fiduciary duty to the Partnership as provided for in this Agreement or had acted in a way that could reasonably be foreseen to bring harm, damage, or malign the reputation of the Partnership.
A Partner shall be free of liability to the Partnership where the Partner is prevented from executing their obligations under this Agreement in whole or in part due to force majeure, and where the Partner has communicated the circumstance of said event with proper diligence to any and all other Partners and taken any and all appropriate action to mitigate said event.
Controversies, claims, or disputes arising out of or relating to this Agreement, or the breach hereof, conducted confidentially and shall be settled by arbitration in accordance with the rules, then obtaining, of the American Arbitration Association. Any decision or award resulting from the arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees.
Any such arbitration shall be conducted by an arbitrator agreed upon by the partners and shall include a written record of the arbitration hearing. Partners reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity.
An award of arbitration binding among the parties. Partners shall not engage in any other business or transaction, directly or indirectly, that can be in compete with the business of the Partnership or that would be in direct conflict of interest of the Partnership without the written consent of all the remaining Partners. Each Partner hereby acknowledges and agrees that any and all business, ventures, or transactions with any appearance of conflict of interest must be fully disclosed to all other Partners.
A failure to comply with any of the terms of this clause will be treated accordingly by the remaining Partners. The Partners are hereby indemnified in respect to losses, damage, costs, liabilities, and all other expenses which may arise due to breach of "Duty of Loyalty" clause and shall only be borne by the partner in contravention of this tenor. The financial amounts of money described in this Agreement are in US Dollars unless distinctly stated otherwise.
It is the Parties' intent that such provision be reduced in scope by the Court only to the extent deemed necessary by that Court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired, or invalidated as a result. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement.
All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties.
Notices sent as above shall be deemed to have been received 3 working days after the day of posting in the case of inland first class mail , or 7 working days after the date of posting in the case of air mail.
In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, as the case may be. No waiver by any party shall be deemed to have been made unless expressed in writing and duly signed by the waiving party.
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Clean your hands before getting back to work. Cover your mouth and nose. Please act responsibly. Covid 19 screening. Spitting could be dangerous. Do not enter if unwell. Do not share personal items. Do not touch lift walls. Do not touch the handrails. Gloves and mask needed beyond this point.
Handshake-free zone. Please maintain physical distance. Limited entry in lift. Line starts here. Maintain distance while parking. Thanks for practicing Social Distancing. Masks required beyond this point. No visitors allowed due to health safety.
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