Fillable Partnership Agreement Template (Page 3 of 5) in pdf

provisions of this Agreement and to become a Partner for all purposes hereof, in which event,

such transferee shall become a substituted partner under this Agreement.

B. Transfer Does Not Dissolve Partnership. No transfer of any interest in the Partnership, whether

or not permitted under this Agreement, shall dissolve the Partnership. No transfer, except as

permitted under Subsection 9.A. above, shall entitle the transferee, during the continuance of the

Partnership, to participate in the management of the business or affairs of the Partnership, to

require any information or account of Partnership transactions, or to inspect the books of account

of the Partnership; but it shall merely entitle the transferee to receive the profits to which the

assigning Partner would otherwise be entitled and, in case of dissolution of the Partnership, to

receive the interest of the assigning Partner and to require an account from the date only of the

last account agreed to by the Partners.

10. Death, Incompetence, Withdrawal, or Bankruptcy.

Neither death, incompetence, withdrawal, nor bankruptcy of any of the Partners or of any

successor in interest to any Partner shall operate to dissolve this Partnership, but this Partnership

shall continue as set forth in Section 3, subject, however, to the following terms and conditions:

A. Death or Incompetence.

In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the

successors in interest of that Partner shall succeed to the partnership interest of that Partner and

shall have the rights, duties, privileges, disabilities, and obligations with respect to this

Partnership, the same as if the successors in interest were parties to this Agreement, including,

but not limited to, the right of the successors to share in the profits or the burden to share in the

losses of this Partnership, in the same manner and to the same extent as the deceased or

incompetent Partner; the right of the successors in interest to continue in this Partnership and all

such further rights and duties as are set forth in this Agreement with respect to the Partners, the

same as if the words "or his or her successors in interest" followed each reference to a Partner;

provided, however, that no successor in interest shall be obligated to devote any service to this

Partnership and, provided further, that such successors in interest shall be treated as holding a

passive, rather than active, ownership investment.

B. Payments Upon Retirement or Withdrawal of Partner.

(1) Amount of Payments. Upon the retirement or withdrawal of a Partner, that Partner or, in the

case of death or incompetence, that Partner's legal representative shall be entitled to receive the

amount of the Partner's capital account (as of the end of the fiscal year of the Partnership next

preceding the day on which the retirement or withdrawal occurs) adjusted for the following:

(i) 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;

(ii) 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

(iii) 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 fifteen (15) days of the date of retirement or withdrawal. The average of the

three appraisals shall be binding on all Partners.

Partnership Agreement Template Page 3

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