Partnership Agreement Article Re: Payment for a Partner's Interest Upon Withdrawal or Dissociation

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									A partnership agreement sets forth the terms and conditions that govern the relationship
between business partners and their obligations to the partnership. Without a written
partnership agreement, state law may determine the default rules as to the rights of
partners and how partnership assets and liabilities will be distributed. Depending on the
goals and purposes of the partnership, various provisions can be included in the
agreement detailing the rules that will govern the relationship between the partners and
what shall occur if specific contingencies arise. This partnership agreement article on
Payment for a Partner’s Dissociation or Withdrawal may be inserted into a partnership
agreement and can be modified depending on the partners’ specific needs.
                                 PARTNERSHIP AGREEMENT ARTICLE

           RE: PAYMENT FOR PARTNER’S DISASSOCIATION OR WITHDRAWAL

    1.1 Payments Upon Retirement or Withdrawal of Partner.

A.       Amount of Payments: Upon the retirement or withdrawal of a Partner, that Partner shall
be entitled to receive the amount of the Partner’s capital account (as of the end of the fiscal year
of the Partnership preceding the day on which the retirement or withdrawal occurs) adjusted for
the following:

               (1) Any additional capital contributions made by the Partner and any distributions
to or withdrawals made by the Partner during the period from the end of the preceding fiscal year
to the day on which the retirement or withdrawal occurs;

               (2) The Partner’s share of profits and losses of the Partnership from the end of the
preceding fiscal year of the Partnership to the day on which the retirement or withdrawal occurs,
determined in accordance with Generally Accepted Accounting Principles, consistently applied;
and

               (3) The difference between the Partner’s share of the book value of all of the
Partnership assets and the fair market value of all Partnership assets, as determined by a fair
market value appraisal of all assets. Unless the retiring or withdrawing Partner and the
Partnership can agree on one appraiser, three (3) appraisers shall be appointed: one by the
Partnership, one by the retiring or withdrawing Partner, and one by the two appraisers thus
appointed. All appraisers shall be appointed within ___________ (__) days of the date of
retirement or withdrawal. The average of the three appraisals shall be binding on all Partners.

Time of Payments: Subject to a different written agreement among the Partners or successors
thereto, the amount specified above shall be paid within __________ (_____) business days
following the receipt of the appraisal by the Partners (A) in cash, in full. (B) in at least _____
percent (__%) cash, with the remainder to be paid in equal monthly instalments over a period of
no more than ______ (__) months from the first payment, with interest to be paid at ___ percent
(__%) per year.

B.     Alternate Procedure: In lieu of purchasing the interest of the retiring or withdrawing
Partner as provided above, the remaining Partners may elect to dissolve, liquidate and terminate
the Partnership. Such election shall be made, if at all, within ________ (___) calendar days
following receipt of the appraisal referred to above.




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