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counterpart to the partnership agreement adopting the conditions
therein.
Sections 8.4 and 8.5 of the partnership agreements provide
that, before a partner may transfer an interest in the
partnerships to anyone other than decedent or any lineal
descendant of decedent, the partnership or remaining partners
shall have the option to purchase the partnership interest for
the lesser of the agreed upon sales price or appraisal value.
The partnership may elect to pay the purchase price in 10 annual
installments with interest set at the minimum rate allowed by the
rules and regulations of the Internal Revenue Service.
Section 9.2 of the agreements provides that the partnerships
will continue for a period of 35 years. Section 9.3 provides
that a limited partner will not be permitted to withdraw from the
partnership, receive a return of contribution to capital, receive
distributions in liquidation, or redemption of interest except
upon dissolution, winding up, and termination of the partnership.
Section 9.4 of the partnership agreements provides for the
removal of a general partner and the dissolution of the
partnership. The AVLP agreement provides that a general partner
may be removed at any time by the act of partners owning an
aggregated 75-percent interest in the partnership. The JBLP
agreement provides that a general partner may be removed at any
time by the act of the partners owning an aggregated 51-percent
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Last modified: May 25, 2011