Corporate Cross Purchase Agreement Page 23
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31SAMPLE DOCUMENT ONLY
CLIENTS MUST CONSULT LEGAL COUNSEL
PARTNERSHIP ENTITY
PURCHASE AGREEMENT
(Optional Disability Buy-Out)
This Agreement, entered into this __________ day of ________________, 20______, by and
between (Name) , of (Address) , and (Name) , of (Address) , hereafter called "Partners," and (Name
of Partnership) , hereafter called the "Partnership,"
WITNESSETH:
WHEREAS, the Partners are engaged in the business of (Description) , known as (Name of
Partnership) , located at (Address) , with each Partner owning the following percentage of the
Partnership, all of which interest is made subject to this Agreement:
(Name)
,
%
(Name)
,
%
WHEREAS, the parties, for their mutual protection and the more harmonious and successful
management of the Partnership, wish to provide for the purchase and sale of all of a Partner's interest in the
Partnership in the event of his/her death, [disability], retirement or withdrawal; and
WHEREAS, the Partners wish to provide that upon such purchase and sale the Partnership shall be
continued, that the value of a decedent's interest shall be preserved and passed to his estate, and that control
and management of the Partnership shall be preserved in the surviving Partner(s); and
WHEREAS, it is the intent of the parties to secure this Agreement by the use of life insurance [and
disability buy-out insurance] to provide all or a substantial part of the purchase price when needed to carry
out this Agreement upon the death [or disability] of a Partner;
NOW THEREFORE, in consideration of the mutual covenants to buy and sell and the
performance thereof expressed herein by the parties, this Agreement shall be binding on the Partnership as
an entity, its successors and assigns, and on the Partners individually, their heirs, executors, administrators
and assigns, and the Partners jointly and severally agree hereto as follows:
1.
RESTRICTION ON PARTNERSHIP TRANSFER. Except in the normal course of business, no
Partner shall sell, assign, transfer pledge, dispose of or otherwise encumber any of his/her
respective interest in the Partnership by sale or otherwise except as provided below.
DI1160
0108
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