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Partnership interest. _________, as executor and trustee under this instrument, is hereby authorized to enter into contract with the surviving partners of _________[name of firm], referred to in this instrument as "partnership," substantially as follows: 1. In no event shall my executor or trustee become a partner with surviving partners, but either it or a person it shall nominate to represent it may become a subpartner of one or more, but not of all, surviving partners. 2. The interest of my estate in the capital, goodwill and business of partnership may be assigned and transferred to one or more, but not all of surviving partners, upon agreement and consideration that transferees shall together with other surviving partners constitute themselves a new partnership to which all of the assets of partnership and its goodwill, and all right to use names shall be contributed, including all interest so transferred, the new partnership to be formed under an agreement, the terms of which shall be approved by trustee, to continue for a period of not more than _________ years. Under the new partnership agreement the transferees of the interest of my estate in old partnership shall receive and be entitled to an interest in both profits and assets, at least equal to the proportion of interest of my estate to all of the other capital, provided personal services may be compensated by salaries as trustee may approve, but except as agreed upon, salaries shall not be payable in excess of the stipulations for such salaries. Transferees of interest of original partnership shall covenant and agree to hold, account for in trust, and shall be held to have assigned and transferred to trustee or its nominee under this instrument, but only as a subpartner, such interest in the interest of transferees in new firm, both in income, profits and assets distributable to transferees as partners in new firm, as trustee shall require, which shall not be less than such an interest in the entire income and assets of new partnership, as the proportion at the time of my death of the interest of my estate in all of the then property of partnership, inclusive of a reasonable valuation for goodwill and use of name. Trustee is entitled and authorized, by way of loan, but not by way of contribution of capital, or in any way becoming involved or liable as a general partner of new partnership, to devote to or invest with it not exceeding _________ of my general estate, outside of partnership assets, and to invest and reinvest such amount from time to time, but at no time an aggregate in excess of such amount from such general assets.
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313
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8/31/2007
english
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