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The partnership agreement provides that each of the three
partners will have ownership interests in accordance with their
initial capital contributions, as follows:
Initial Equity Initial Equity
General Capital Amount Limited Capital Amount
Partner As A General Partner As A Limited
Partner Interest Partner Interest Partner
Mr. Forbes 42% $420 42% $562,978
Walter 29% 290 29% 389,855
Betty 29% 290 29% 389,855
The partnership agreement states that the initial equity
capital contributions are to be made either in cash or in the
form of property valued at fair market value.
Under the partnership agreement, all deduction or loss
items, as well as net cash receipts of the partnership, are to be
allocated and disbursed to the general partners in accordance
with the participation percentages set forth above. The
partnership agreement provides that upon the death of a general
partner, the business will be continued by the remaining general
partners and that, absent a buy-sell agreement among the
partners, the partnership interests of the deceased general
partner will vest in his heirs, legatees, successors, trustees,
receivers, other legal representatives, or assignees, who would
then be admitted as substituted limited partners with the consent
of the remaining general partners. Upon the termination of the
sole remaining general partner, if the limited partners designate
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Last modified: May 25, 2011