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Option or agreement as to representative of deceased continuing partnership center doc

Option or agreement as to representative of deceased continuing partnership. Upon the death of any partner during the term of the partnership, it shall not be deemed dissolved but the personal representative of the partner dying shall immediately succeed to his [her] interest in the partnership and shall stand in his [her] place with respect to the deceased partner's share and profits in the business of the partnership during the remainder of the term of the partnership. The personal representative shall have the same rights and powers (except as to controlling the partnership business and the management of its affairs) and shall be subject to the same duties and liabilities as the deceased partner would have possessed and would have been subject to but for death. All the parties bind themselves to provide by will, duly executed, for the continuance of this partnership for its term and to authorize and direct their respective executors to do all necessary acts. In the event of the death of any partner, the law in relation to surviving partners is waived, and the business shall continue to be carried on as if death had not occurred until the expiration of the time of the partnership and no part of the capital of the partnership shall be withdrawn by any administrator, executor, heir or legatee, or other personal representative, and while the affairs of the partnership are being conducted the surviving partners (whose voice in the management and control of the business shall upon the death of any partner become equal) shall have full right of control and management of partnership affairs, and the surviving heirs of the deceased partner or his or her legal representative shall have no voice in determining the policies or affairs of the partnership. Should the interest of the decedent be required to pay his or her debts in the course of lawful administration, then there shall be a withdrawal only, and upon terms as the remaining members of the firm and administrator, executor, heirs, legatees and personal representatives may agree upon, of capital, with profits already accrued, over and above ascertained and probable losses, but in no case shall there be a sale of the interest in the partnership.
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8/31/2007
english
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