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institute any proceedings for temporary or permanent
relief from his liabilities, or shall suffer an
attachment or execution to be levied on his share or
interest in the partnership, or a judgment shall be
entered against him and stay of execution thereupon
shall expire, or if he shall attempt to encumber or
hypothecate his partnership interest, he shall be
deemed to have filed a Notice of Intent to Withdraw,
and his interest in the partnership shall be disposed
of as provided in this Agreement.
7. In the event of the death of a partner or the
filing with the partnership by a partner of Notice of
Intent to Withdraw (the deceased partner or the partner
filing such notice shall hereinafter be referred to as
the “Selling Partner”), the Selling Partner shall be
obligated to sell and the remaining partners shall be
obligated to purchase the Selling Partner’s interest in
the partnership for the purchase price described
herein. The remaining partners shall purchase the
Selling Partner’s interest in proportion to their
respective shares in the net profits of the partnership
and the purchase price shall be payable within six
months after death or the filing of the Notice of
Intent to Withdraw. The purchase price of the Selling
Partners’s interest shall be the book value of the
partnership multiplied by the Selling Partner’s
percentage interest in the net profits of the
partnership, [13] said book value to be determined as
of the end of the month immediately preceding the date
of the death or filing of Notice of Intent to Withdraw
less any withdrawals made by the partners subsequent to
end of the preceding month. The book value of the
partnership shall be determined in accordance with the
accounting methods and principles customarily followed
by the partnership. Appropriate adjustments shall be
made for over or under withdrawals by a partner.
8. The partnership shall continue in business and
shall not be terminated unless the holders of 50% or
more of the total interest in partnership capital and
profits sell their interests as provided herein, or
unless all of the partners agree to such termination.
13See infra p. 47 and note 20.
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