Corporate Cross Purchase Agreement (Page 16 of 31) in pdf

In the event of death of a Partner, within _____ days after the qualification of the deceased

Partner's legal representative.

In the case of a lifetime sale, within _____ days after the acceptance of an offer to sell any

Partnership interest pursuant to this Agreement.

[In the event of a sale triggered by the "total disability" of a Partner, within _____ days

after the collection of the disability proceeds.]

The unpaid balance of the purchase price shall be evidenced by a series of negotiable notes

executed by the purchasing Partner(s) with interest at _____ percent per annum on the unpaid

balance. The purchaser shall have the right to pay any or all installments prior to the actual due

date without penalty.

In the event of default in the payment of principal or interest for a period of _____ days, all notes

shall become due and payable at the election of the holder.

Each note will be secured in a manner that is acceptable to all the parties to this Agreement.

[In determining the rate of interest on the unpaid balance or the note, the parties should be aware of

the provisions of Section 483 of the I.R.C.]

TRANSFER OF PARTNERSHIP INTEREST AND CONTINUATION OF PARTNERSHIP.

Upon receipt of the purchase price in cash and/or notes, as provided in this Agreement, the Partner

or his/her legal representative shall transfer the interest in the Partnership, including the right to

continue use of the Partnership name, to the remaining Partner(s).

Upon the death, [disability], retirement or withdrawal of a Partner, the Partnership shall continue

without interruption, and control and management of the Partnership shall be preserved in the

remaining or surviving Partner(s). Thereafter, the selling Partner or estate of the deceased Partner

shall have no further rights or interest in the Partnership or its assets and shall be under no further

liability with regard to obligations of the Partnership. During such periods all profits and losses of

the Partnership shall accrue to the Partnership.

INSURANCE ON THE PARTNERS' LIVES. Each Partner shall apply for and be the owner of

life insurance [and disability buy-out insurance] on the life of the other Partner(s). Additionally, to

secure performance of this Agreement, each Partner shall be empowered to purchase, from time to

time, additional insurance on the lives of any of the other parties to this Agreement or anyone who

may hereafter become a party to this Agreement. Each Partner shall possess the same rights with

regard to these new policies as exist with respect to previously issued policies.

All life insurance policies pertaining to this Agreement shall be listed on Schedule "A" attached

hereto. [All disability buy-out insurance policies pertaining to this Agreement shall be listed on

Schedule "B" attached hereto.]

Each policyowner agrees to pay the first and all subsequent premiums as they become due and if so

requested to give proof of payment to the insured within _____ days after the due date of the

DI1159

0108

Corporate Cross Purchase Agreement Page 16