Common use of Transfer on Death of a Partner Clause in Contracts

Transfer on Death of a Partner. A. Subject to the provisions of Section 9.2, if any Partner dies, then his personal representative, heirs, devisees, or successors shall have an option, exercisable within sixty (60) days after the date of death to either: 1. elect to become Substituted Partners; or 2. offer to sell all but not less than all of the deceased Partner's interest to the remaining Partners. B. If the General Partner dies, his interest shall be converted to that of a Limited Partner pursuant to Subsection 12.3(b). The personal representative, heirs, devisees or successors of a deceased Partner may elect to become a Substituted Partner by sending written notification to that effect to the Partnership within sixty (60) days after death. If the personal representative, heirs, devisees or successors of the deceased Partner elect to sell all, but not less than all, of the deceased Partner's interest, they shall send a notice of this election to the remaining Partners within sixty (60) days after the date of death. If the personal representative, heirs, devisees or successors fail to elect to become a Substituted Limited Partner or to offer to sell all, but not less than all, of the interest of the deceased Partner, they shall be deemed to have automatically elected to become Substituted Partners. C. If the personal representative, heirs, devisees or successors of the deceased Partner offer to sell all, but not less than all, of the interest of the deceased Partner, the Project shall be valued pursuant to Subsection 9.4(h) hereof. After the interest is so valued, the remaining Partners shall collectively have the right to purchase all, but not less than all, of the deceased Partner's interest for the Adjusted Net Fair Market Value thereof in accordance with Subsection 9.4(d). D. Subject to the provisions of Subsection (b), the remaining Partners shall have an option to purchase their proportionate shares of all, but not less than all, of the deceased Partner's interest on the terms and conditions hereafter provided, exercisable by them at any time within fifteen (15) days after the date the Adjusted Net Fair Market Value of the deceased Partner's partnership interest is determined. If the remaining Partners fail to collectively elect to buy all, but not less than all, of the interest of the deceased Partner, then the deceased Partner's personal representative, heirs, devisees or successors shall automatically become Substituted Partners and shall have the right to assign or sell their partnership interests as provided herein. E. On exercise of an option to purchase the interest of a deceased Partner, the remaining Partners who are under an obligation to purchase, shall pay to the person or persons legally entitled thereto the purchase price for such interest in the following manner: 1. Twenty-five percent (25%) within ten (10) days after a value is placed upon the Partner's interest, whether by agreement or appraisal, and the balance in forty- eight (48) equal monthly installments commencing on the first day of January in the year succeeding the year in which the option was exercised. If the Project is sold, the purchase price shall be paid in full at that time. After exercise of the option, interest only at the rate of ten percent (10%) per annum shall be paid monthly until principal and interest payments commence on the succeeding first day of January. The note evidencing the obligation to pay shall be unsecured. F. The phrase "Net Fair Market Value" of a Partner's interest shall, for purposes of this Agreement, be defined as the product determined by multiplying that Partner's percentage interest in profits and losses by the sum of the following: exercised; 1. All cash and prepaid items on hand as of the date the option was 2. An amount equal to the amount which would have received had the Project been sold for its fair market value at the time of the completion, reduced by closing costs in the amount of six and one-half percent (6-1/2%) of the total sale price and further reduced by all Partnership liabilities in existence at the time of the proposed sale. G. The Adjusted Net Fair Market Value of a Partner's interest shall be equal to the Net Fair Market Value of that Partner's interest reduced by an amount equal to twenty-five percent (25%) of the Net Fair Market Value of that Partnership interest. H. The fair market value of the Project shall be determined by unanimous agreement of buying and selling Partners, or if they do not agree within ten (10) days, then the fair market value of the Project shall be determined by three (3) appraisers. One appraiser shall be appointed by the buying Partners, one appraiser to be appointed by the selling Partner, or his successor, and the third to be appointed by the two so appointed. If the appraisers do not agree upon a single value, then the average value of the three appraisals shall be the fair market value of the Project. If the Partners cannot select three (3) appraisers then the determination of fair market value of the Project shall be submitted to binding arbitration in accordance with the procedure set forth in accordance with the procedure set forth in CCP §1280 et seq. All appraisers shall be appointed within ten (10) days after the election to offer to sell. All appraisals shall be completed with forty-five (45) days after the appraisers are appointed. All costs of appraisal and all costs of effecting the sale (except legal and accounting costs) shall be paid fifty percent (50%) by the buying Partner and fifty percent (50%) by the selling Partner.

Appears in 6 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement, Limited Partnership Agreement

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Transfer on Death of a Partner. A. Subject to the provisions of Section 9.2, if any Partner dies, then his personal representative, heirs, devisees, or successors shall have an option, exercisable within sixty (60) days after the date of death to either:: remaining Partners. 1. elect Elect to become Substituted Partners; or 2. offer Offer to sell all but not less than all of the deceased Partner's interest to the remaining Partners.the B. If the General Partner dies, his interest shall be converted to that of a Limited Partner pursuant to Subsection 12.3(b). The personal representative, heirs, devisees or successors of a deceased Partner may elect to become a Substituted Partner by sending written notification to that effect to the Partnership within sixty (60) days after death. If the personal representative, heirs, devisees or successors of the deceased Partner elect to sell all, but not less than all, of the deceased Partner's interest, they shall send a notice of this election to the remaining Partners within sixty (60) days after the date of death. If the personal representative, heirs, devisees or successors fail to elect to become a Substituted Limited Partner or to offer to sell all, but not less than all, of the interest of the deceased Partner, they shall be deemed to have automatically elected to become Substituted Partners. C. If the personal representative, heirs, devisees or successors of the deceased Partner offer to sell all, but not less than all, of the interest of the deceased Partner, the Project shall be valued pursuant to Subsection 9.4(h) hereof. After the interest is so valued, the remaining Partners shall collectively have the right to purchase all, but not less than all, of the deceased Partner's interest for the Adjusted Net Fair Market Value thereof in accordance with Subsection 9.4(d). D. Subject to the provisions of Subsection (b), the remaining Partners shall have an option to purchase their proportionate shares of all, but not less than all, of the deceased Partner's interest on the terms and conditions hereafter provided, exercisable by them at any time within fifteen (15) days after the date the Adjusted Net Fair Market Value of the deceased Partner's partnership interest is determined. If the remaining Partners fail to collectively elect to buy all, but not less than all, of the interest of the deceased Partner, then the deceased Partner's personal representative, heirs, devisees or successors shall automatically become Substituted Partners and shall have the right to assign or sell their partnership interests as provided herein. E. On exercise of an option to purchase the interest of a deceased Partner, the remaining Partners who are under an obligation to purchase, shall pay to the person or persons legally entitled thereto the purchase price for such interest in the following manner: 1. Twenty-five One hundred percent (25100%) within ten thirty (1030) days after a value is placed upon the Partner's interest, whether by agreement or appraisal, and the balance in forty- eight (48) equal monthly installments commencing on the first day of January in the year succeeding the year in which the option was exercised. If the Project is sold, the purchase price shall be paid in full at that time. After exercise of the option, interest only at the rate of ten percent (10%) per annum shall be paid monthly until principal and interest payments commence on the succeeding first day of January. The note evidencing the obligation to pay shall be unsecured. F. The phrase "Net Fair Market Value" of a Partner's interest shall, for purposes of this Agreement, be defined as the product determined by multiplying that Partner's percentage interest in profits and losses by the sum of the following: exercised;: 1. All cash and prepaid items on hand as of the date the option waswas exercised; 2. An amount equal to the amount which would have been received had the Project been sold for its fair market value at the time of the completion, reduced by closing costs in the amount of six and one-half percent (6-1/2%) of the total sale price and further reduced by all Partnership liabilities in existence at the time of the proposed sale. G. The Adjusted Net Fair Market Value of a Partner's interest shall be equal to the Net Fair Market Value of that Partner's interest reduced by an amount equal to twenty-five percent (25%) of the Net Fair Market Value of that Partnership interest. H. The fair market value of the Project shall be determined by unanimous agreement of buying and selling Partners, or if they do not agree within ten (10) days, then the fair market value of the Project shall be determined by three (3) appraisers. One appraiser shall be appointed by the buying Partners, one appraiser to be appointed by the selling Partner, or his successor, and the third to be appointed by the two so appointed. If the appraisers do not agree upon a single value, then the average value of the three appraisals shall be the fair market value of the Project. If the Partners cannot select three (3) appraisers then the determination of fair market value of the Project shall be submitted to binding arbitration in accordance with the procedure set forth in accordance with the procedure set forth in CCP §1280 et seq. All appraisers shall be appointed within ten (10) days after the election to offer to sell. All appraisals shall be completed with forty-five (45) days after the appraisers are appointed. All costs of appraisal and all costs of effecting the sale (except legal and accounting costs) shall be paid fifty percent (50%) by the buying Partner and fifty percent (50%) by the selling Partner.

Appears in 1 contract

Samples: Limited Partnership Agreement

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Transfer on Death of a Partner. A. Subject to the provisions of Section 9.2, if any Partner dies, then his personal representative, heirs, devisees, or successors shall have an option, exercisable within sixty (60) days after the date of death to either: 1. elect to become Substituted Partners; or 2. offer to sell all but not less than all of the deceased Partner's interest to the remaining Partners. B. If the General Partner dies, his interest shall be converted to that of a Limited Partner pursuant to Subsection 12.3(b). The personal representative, heirs, devisees devisees, or successors of a deceased Partner may elect to become a Substituted Partner by sending written notification to that effect to the Partnership within sixty (60) days after death. If the personal representative, heirs, devisees devisees, or successors of the deceased Partner elect to sell all, but not less than all, of the deceased Partner's interest, they shall send a notice of this election to the remaining Partners within sixty (60) days after the date of death. If the personal representative, heirs, devisees devisees, or successors fail to elect to become a Substituted Limited Partner or to offer to sell all, but not less than all, of the interest of the deceased Partner, they shall be deemed to have automatically elected to become Substituted Partners. C. If the personal representative, heirs, devisees devisees, or successors of the deceased Partner offer to sell all, but not less than all, of the interest of the deceased Partner, the Project shall be valued pursuant to Subsection 9.4(h) hereof. After the interest is so valued, the remaining Partners shall collectively have the right to purchase all, but not less than all, of the deceased Partner's interest for the Adjusted Net Fair Market Value thereof in accordance with Subsection 9.4(d). D. Subject to the provisions of Subsection (b), the remaining Partners shall have an option to purchase their proportionate shares of all, but not less than all, of the deceased Partner's interest on the terms and conditions hereafter provided, exercisable by them at any time within fifteen (15) days after the date the Adjusted Net Fair Market Value of the deceased Partner's partnership interest is determined. If the remaining Partners fail to collectively elect to buy all, but not less than all, of the interest of the deceased Partner, then the deceased Partner's personal representative, heirs, devisees devisees, or successors shall automatically become Substituted Partners and shall have the right to assign or sell their partnership interests as provided herein. E. On exercise of an option to purchase the interest of a deceased Partner, the remaining Partners who are under an obligation to purchase, shall pay to the person or persons legally entitled thereto the purchase price for such interest in the following manner: 1. Twenty-five percent (25%) within ten (10) days after a value is placed upon the Partner's interest, whether by agreement or appraisal, and the balance in forty- eight (48) equal monthly installments commencing on the first day of January in the year succeeding the year in which the option was exercised. If the Project is sold, the purchase price shall be paid in full at that time. After exercise of the option, interest only at the rate of ten percent (10%) per annum shall be paid monthly until principal and interest payments commence on the succeeding first day of January. The note evidencing the obligation to pay shall be unsecured. F. The phrase "Net Fair Market Value" of a Partner's interest shall, for purposes of this Agreement, be defined as the product determined by multiplying that Partner's percentage interest in profits and losses by the sum of the following: exercised; 1. All cash and prepaid items on hand as of the date the option was 2. An amount equal to the amount which would have received had the Project been sold for its fair market value at the time of the completion, reduced by closing costs in the amount of six and one-half percent (6-1/2%) of the total sale price and further reduced by all Partnership liabilities in existence at the time of the proposed sale. G. The Adjusted Net Fair Market Value of a Partner's interest shall be equal to the Net Fair Market Value of that Partner's interest reduced by an amount equal to twenty-five percent (25%) of the Net Fair Market Value of that Partnership interest. H. The fair market value of the Project shall be determined by unanimous agreement of buying and selling Partners, or if they do not agree within ten (10) days, then the fair market value of the Project shall be determined by three (3) appraisers. One appraiser shall be appointed by the buying Partners, one appraiser to be appointed by the selling Partner, or his successor, and the third to be appointed by the two so appointed. If the appraisers do not agree upon a single value, then the average value of the three appraisals shall be the fair market value of the Project. If the Partners cannot select three (3) appraisers appraisers, then the determination of fair market value of the Project shall be submitted to binding arbitration before the American Arbitration Association siting in accordance with the procedure set forth in accordance with the procedure set forth in CCP §1280 et seqNew York. All appraisers shall be appointed within ten (10) days after the election to offer to sell. All appraisals shall be completed with forty-five (45) days after the appraisers are appointed. All costs of appraisal and all costs of effecting the sale (except legal and accounting costs) shall be paid fifty percent (50%) by the buying Partner and fifty percent (50%) by the selling Partner.

Appears in 1 contract

Samples: Limited Partnership Agreement

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