Common use of Death of a Partner Clause in Contracts

Death of a Partner. Heirs of Partners shall be entitled to inherit the Partnership Interest of a deceased Partner, provided that upon a Partner's death such Partnership Interest shall be automatically converted to an Economic Interest only in the Partnership until such heir agrees in writing to all of the terms and conditions of this Agreement and such other reasonable terms as may be established by HM and the Investor Representatives as a condition to such heir becoming a Partner, in which event such interest shall again become a Partnership Interest in the Partnership. Notwithstanding the previous sentence, within one hundred twenty (120) days of the Partnership first learning of the death of a Partner, the Investor Partners, and if they decline HM, shall have the option to purchase the Partnership Interest of the deceased Partner, and the estate of the deceased Partner shall be obligated to sell such Partnership Interest in accordance with the terms of this Section 8.9. The other Investor Partners may exercise their option by giving written notice thereof to the estate of the deceased Partner, or the appropriate representative thereof, within such one hundred twenty (120) day period. The purchase price for such Partnership Interest shall equal five (5) multiplied by the pretax net income (as reasonably determined by the Partnership's accountants) of the Partnership for the twelve (12) month period ending as of the calendar quarter most recently ended prior to the death of such Partner multiplied by the percentage interest of such Partner in the Partnership (the "Formula Purchase Price"). The purchase price shall be paid (the "Payment Method") in three (3) equal annual installments, the first third of which shall be paid upon the determination of the purchase price and the remaining two (2) installments of which shall be paid on the first and second anniversary of such date. The outstanding amounts due to the estate of the deceased Partner shall bear interest at Prime Rate as of the date of such Partner's death. Accrued interest shall be paid as of the dates payments of principal are due as provided above. It is acknowledged and agreed that this Section 8.9 applies only to Partners who are individuals and not Entities.

Death of a Partner. Heirs of Partners shall be entitled to inherit the Partnership Interest Interests of a deceased PartnerInvestor Limited Partner or of an Investor Limited Partner owned by an individual who has deceased, provided that upon a Partner's such death such Partnership Interest interests shall be automatically converted to an Economic Interest only in the Partnership until such heir agrees in writing to all of the terms and conditions of this Agreement and such other reasonable terms as may be established by HM and the Investor Representatives General Partner as a condition to such heir becoming a an Investor Limited Partner, in which event such interest shall again become a Partnership Interest in the Partnership. Notwithstanding the previous sentence, sentence at any time within one hundred twenty nine (1209) days of the Partnership first learning months of the death of an Investor Limited Partner (or of an individual that owns such Investor Limited Partner) the other Investor Limited Partners for a Partnerperiod of fifteen (15) days following written notice to them, thereafter the Investor Partners, General Partner for a period of fifteen (15) days and if they decline HM, thereafter the Partnership for a period of fifteen (15) days shall have the option to purchase the Partnership Interest of the deceased PartnerInvestor Limited Partner or of an Investor Limited Partner owned by an individual who has deceased, and the estate of the deceased Partner individual shall be obligated to sell such Partnership Interest to the other Partners or the Partnership, in accordance with the terms of this Section 8.9. The other Investor Partners may or the Partnership must exercise their option by giving written notice thereof to the estate of the deceased Partner, or the appropriate representative thereof, within the time periods set forth above and in all events within such one hundred twenty nine (1209) day month period. The purchase price for such Partnership Interest shall equal the greater of (i) five (5) multiplied by the pretax net income (as reasonably determined by the Partnership's accountants) of the Partnership for the twelve (12) month period ending as of the calendar quarter most recently ended prior to the death of such Partner multiplied by the percentage interest Partnership Interest of such Partner in the Partnership (the "Formula Purchase Price"); (ii) the Capital Contributions of the applicable Investor Limited Partner less all amounts distributed to the applicable Investor Limited Partner by the Partnership and (iii) the fair market value of such applicable Investor Limited Partner's Partnership Interest determined by an independent appraiser reasonably selected by the General Partner provided that the expenses thereof shall be deducted from the proceeds of such sale. The purchase price shall be paid (the "Payment Method") in three (3) equal annual installments, the first third of which shall be paid upon the determination of the purchase price and the remaining two (2) installments of which shall be paid on the first and second anniversary of such date. The outstanding amounts due from the Partnership to the estate of the deceased Partner shall bear interest at Prime Rate as of the date of such Partner's death. Accrued interest shall be paid as of the dates payments of principal are due as provided above. It is acknowledged and agreed that this Section 8.9 applies only to Partners who are individuals and not Entities.

Death of a Partner. Heirs of Partners shall be entitled to inherit the Partnership Interest Interests of a deceased PartnerInvestor Limited Partner or of an Investor Limited Partner owned by an individual who has deceased, provided that upon a Partner's such death such Partnership Interest interests shall be automatically converted to an Economic Interest only in the Partnership until such heir agrees in writing to all of the terms and conditions of this Agreement and such other reasonable terms as may be established by HM and the Investor Representatives General Partner as a condition to such heir becoming a an Investor Limited Partner, in which event such interest shall again become a Partnership Interest in the Partnership. Notwithstanding the previous sentence, sentence at any time within one hundred twenty nine (1209) days of the Partnership first learning months of the death of an Investor Limited Partner (or of an individual that owns such Investor Limited Partner) the other Investor Limited Partners for a Partnerperiod of fifteen (15) days following written notice to them, thereafter the Investor Partners, General Partner for a period of fifteen (15) days and if they decline HM, thereafter the Partnership for a period of fifteen (15) days shall have the option to purchase the Partnership Interest of the deceased PartnerInvestor Limited Partner or of an Investor Limited Partner owned by an individual who has deceased, and the estate of the deceased Partner individual shall be obligated to sell such Partnership Interest to the other Partners or the Partnership, in accordance with the terms of this Section 8.9. The other Investor Partners may or the Partnership must exercise their option by giving written notice thereof to the estate of the deceased Partner, or the appropriate representative thereof, within the time periods set forth above and in all events within such one hundred twenty nine (1209) day month period. The purchase price for such Partnership Interest shall equal the greater of (i) five (5) multiplied by the pretax net income (as reasonably determined by the Partnership's ’s accountants) of the Partnership for the twelve (12) month period ending as of the calendar quarter most recently ended prior to the death of such Partner multiplied by the percentage interest Partnership Interest of such Partner in the Partnership (the "“Formula Purchase Price"”); (ii) the Capital Contributions of the applicable Investor Limited Partner less all amounts distributed to the applicable Investor Limited Partner by the Partnership and (iii) the fair market value of such applicable Investor Limited Partner’s Partnership Interest determined by an independent appraiser reasonably selected by the General Partner provided that the expenses thereof shall be deducted from the proceeds of such sale. The purchase price shall be paid (the "“Payment Method"”) in three (3) equal annual installments, the first third of which shall be paid upon the determination of the purchase price and the remaining two (2) installments of which shall be paid on the first and second anniversary of such date. The outstanding amounts due from the Partnership to the estate of the deceased Partner shall bear interest at Prime Rate as of the date of such Partner's ’s death. Accrued interest shall be paid as of the dates payments of principal are due as provided above. It is acknowledged and agreed that this Section 8.9 applies only to Partners who are individuals and not Entities.

Death of a Partner. Heirs of Partners shall be entitled to inherit the Partnership Interest of a deceased Partner, provided that upon a Partner's death such Partnership Interest shall be automatically converted to an Economic Interest only in the Partnership until such heir agrees in writing to all of the terms and conditions of this Agreement and such other reasonable terms as may be established by HM and the Investor Representatives as a condition to such heir becoming a Partner, in which event such interest shall again become a Partnership Interest in the Partnership. Notwithstanding the previous sentence, within one hundred twenty (120) days of the Partnership first learning of Upon the death of a Partner, the Investor PartnersPartnership shall not terminate, and if they decline HMthe business of the Partnership shall be continued to the end of the fiscal year in which the death occurs. The estate of the deceased Partner shall share in the net profits or losses of the Partnership for the balance of the fiscal year in the same manner the deceased Partner would have shared in them had he survived to the end of the fiscal year, but the liability of the estate for losses shall not exceed the deceased Partner's interest in the Partnership assets at the time of his death. The estate of the deceased Partner shall have no voice in the affairs of the Partnership. At the end of the fiscal year, the surviving Partners shall have the option either to liquidate the Partnership or to purchase the interest of the deceased Partner as set forth in Paragraph 17. Purchasing Partnership Interest If the remaining Partners elect to purchase the interest of a retiring or deceased Partner, they shall notify in writing of such election within months after the death or retirement of the Partner upon the Partner or upon the Representative of the deceased Partner's estate. The purchase price shall be equal to the retiring or deceased Partner's capital account as of the end of the month next preceding the date of his death or retirement plus the Partner's income account as of such date, adjusted for the Partner's share of profits not previously distributed or losses not previously charged to either of said accounts through the end of the month preceding retirement or death. The capital account of the deceased Partner shall be adjusted to reflect the fair market value of any Partnership property and improvements located thereon and fixtures affixed thereto, such value to be determined by an independent appraiser selected by the parties for this purpose. The purchase price shall be paid within year(s) of the death or retirement of the Partner. The Partners intend that the payments for the deceased or retiring Partner's capital account shall be considered distributions pursuant to Section 736(b) of the Internal Revenue Code, and that payments for undistributed profits shall be a distributive share of the Partnership income under Section 736(a) of the Internal Revenue Code. If the remaining Partners do not elect to purchase the interest of the deceased or retiring Partner, they shall proceed with reasonable promptness to liquidate the Partnership. During the period of liquidation, the remaining Partners and the retiring Partner or the estate of the deceased Partner shall be obligated to sell such Partnership Interest share in accordance with the terms profits and losses of this Section 8.9. The other Investor Partners may exercise their option by giving written notice thereof the business in the same manner that they would have shared in them had the deceased or retiring Partner remained to the end of the fiscal year, except that the deceased Partner's estate or retiring Partner shall not be liable for losses in excess of the deceased Partner's interest or retiring Partner’s interest in the Partnership assets as of the time of his death or retirement. Except as herein otherwise stated, or the appropriate representative thereof, within such one hundred twenty (120) day period. The purchase price for such Partnership Interest shall equal five (5) multiplied by procedure as to liquidation and distribution of the pretax net income (as reasonably determined by the Partnership's accountants) assets of the Partnership business shall be the same as stated in Paragraph 13. The parties agree that the provisions contained herein with respect to the discharge of a deceased Partner's interest in the Partnership are in lieu of the provisions of the New York State Statutes and shall exclusively govern the disposition of and accounting for the twelve (12) month period ending as of the calendar quarter most recently ended prior to the death of such Partner multiplied by the percentage interest of such a deceased Partner in the Partnership (the "Formula Purchase Price"). The purchase price shall be paid (the "Payment Method") in three (3) equal annual installments, the first third of which shall be paid upon the determination of the purchase price and the remaining two (2) installments of which shall be paid on the first and second anniversary of such date. The outstanding amounts due to the estate of the deceased Partner shall bear interest at Prime Rate as of the date of such Partner's death. Accrued interest shall be paid as of the dates payments of principal are due as provided above. It is acknowledged and agreed that this Section 8.9 applies only to Partners who are individuals and not EntitiesPartnership.