PARTNERSHIP AGREEMENT
MARTINE AVENUE ASSOCIATES
AGREEMENT made as of this 24th day of May 1968 by and among F. XXXX XXXX
(hereinafter referred to as "XXXX"), residing at 000 Xxxxxxx Xxxxxx, Xxxxx
Xxxxxx, Xxx Xxxx; XXX XXXX (hereinafter referred to as "XXX"), residing at South
Xxxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxx; and XXXXX XXXXXXX (hereinafter referred to
as "Xxxxx"), residing at 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx; (the
aforesaid parties hereinafter collectively, referred to as the "Partners").
W I T N E S S E T H :
WHEREAS, Xxxx is the owner of a certain parcel of land located in the City
of White Plains, County of Westchester and State of New York, known as Two
Martine Avenue and more particularly described in the Deed annexed hereto and
made a part hereof (hereafter referred to as the "Property"); and
WHEREAS, the Partners desire to form a partnership for the purpose of
holding and managing the Property and any other real or personal property which,
such partnership light obtain, receive or acquire; and
WHEREAS, Xxxx desires to transfer the Property to such partnership formed
by the Partners as hereafter provided;
NOW THEREFORE, it is mutually agreed as follows:
1. The Partners do hereby form a partnership for the purpose of acquiring,
by gift, donation, purchase or otherwise, real and personal property of all
kinds and description and to hold and manage the same for the benefit of the
Partner. The name of the partnership shall be MARTINE AVENUE ASSOCIATES
(hereinafter referred
to as the "Partnership"). The office of the Partnership shall be located at One
West Avenue, Larchmont, New York.
2. The capital of the Partnership shall be contributed by Xxxx who shall
simultaneously with the execution of this Agreement by the Partners, convey, set
over and transfer as such capital all her right title and interest in and to the
Property, by the execution and delivery to the Partnership of the Deed to the
Property in the form annexed hereto and made a part hereof. Upon such transfer
of the Property to the Partnership, each of the Partners shall for all purposes
have a one third (1/3) interest in such capital and neither Xxx nor Xxxxx shall
be required to make any capital contribution to the Partnership.
3. The Partners shall in the name of the Partnership hold, lease, operate,
improve and manage the Property, collect the rents and other income therefrom
and after the payment of all the expense incident thereto and to the Partnership
distribute the net profits of the Partnership equally to the Partners.
4. The Partnership may mortgage, sell, transfer and otherwise encumber
and/or dispose of the Property and may own, purchase, acquire, manage, operate,
improve, deal in, mortgage, sell, transfer or otherwise encumber or dispose of
such other property both real and personal as the Partners shall determine.
5. Xxx shall be the General Manager of the Partnership and shall have
authority to conduct the Partnership business as he in his sole discretion shall
determine. The Partners shall devote such time and efforts to the conduct of the
Partnership business as the demands of the business shall require or warrant.
The funds of the Partnership shall be deposited in the name of the Partnership
in
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a commercial bank selected by Xxx and checks drawn on the Partnership bank
account shall be signed by any one of the Partners.
6. Proper and complete books of account of the business of the Partnership
shall be kept by, and under the supervision of, Xxx at the principal place of
business of the Partnership and shall be open to inspection by any of the
Partners or their accredited representatives at any reasonable time during
business hours. The books and records of the Partnership shall be examined and
reviewed at the close of each fiscal year by an independent accountant who shall
make a report thereon.
7. The fiscal year of the Partnership shall be the calendar year or such
other period as the Partners shall determine. The net profit or lose of the
Partnership shall be determined in accordance with approved and accepted
accounting practice as soon as possible after the close of each fiscal year.
8. The net profits earned by the Partnership during each fiscal year shall
be credited as of the close thereof to the capital accounts of each of the
Partners in equal proportions. Any net loss incurred by the Partnership during
any fiscal year shall be debited as of the close thereof to the capital accounts
of each of the Partners equal proportions. The total amount of the net profits
earned by the Partnership during each fiscal year and credited to the capital
accounts of each of the Partners as here-in provided less any withdrawals from
such capital accounts during such fiscal year shall be distributed to each
Partner as soon thereafter as practicable; provided however, that it the
Partnership shall incur a net lose in any fiscal year, the net profit earned by
the Partnership during any subsequent fiscal year or years, it necessary, shall,
to the extent determined to be necessary by Xxx, be retained as capital by the
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Partnership to the extent of any such net loss . Notwithstanding the provisions
for the distribution of the net profits of the Partnership as set forth above,
should Xxx determine in his sole discretion that any such net profits are
required for the purposes of the Partnership, such net profits to the extent as
determined shall be retained by the Partnership until such time as Xxx shall
determine otherwise.
9. Within thirty days after the date of death or insanity of any Partner
the remaining Partners or Partner, by giving notice to the other Partner or
Partners, or their respective legal representatives, shall elect either to have
the business continue thereafter or to have such death effect a termination of
the business of the Partnership as of the date of such election.
If an election is made to continue the business after the death or insanity
of any Partner such Partner shall cease to be a Partner upon the date of death
or insanity of such Partner and shall not there after be entitled in any manner
to engage in or to exercise any control over or have any voice in the business
of the Partnership or have any further interest in or any rights against the
Partnership accept to the following extent:
(i) The value of the interest of any such former Partner and the
amount due him or her as the case may be by the Partnership or due to the
Partnership from such former Partner shall he determined in accordance with
the capital account of the respective Partners as of the effective date of
such death or insanity (such date in other case being hereinafter referred
to as the "Determination Date") and shall be determined as soon as
practicable by the Certified Public Accountant at the time employed by the
Partnership, in accordance with good accounting practice; provided however,
in making such
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determination the value of the Property of the Partnership shall be
included at the value determined for Federal Estate Tax purposes in the
estate of the deceased Partner or if there be no such determination then at
the market value thereof determined by the Certified Public Accountant then
employed by the Partnership, and, in addition, no amount shall be credited
in respect of Partnership goodwill or for the use of the Partnership name
which name shall devolve upon the remaining Partners or Partner for their
or his exclusive use and enjoyment. Any such determination by such
Certified Public Accountant shall be final, conclusive and binding upon the
former Partner, his legal representatives and the remaining Partners.
(ii) The Partnership shall pay to the former Partner in cash the
amount due him from the Partnership as specified in said accountant's
certificate in equal monthly payments commencing no later than ninety days
after the Determination Date and in no event over a period longer than two
years after the Determination Date.
10. The Partnership may be terminated and the business discontinued upon
the mutual consent of all the Partners or upon any election to terminate the
Partnership as herein otherwise provided. Upon the termination of the
Partnership or as soon thereafter as practicable the debts of the Partnership
shall be discharged and all assets other than cash of the Partnership then
remaining shall be liquidated and turned into cash or distributed in kind as
determined by a majority of the Partners. The interests of each Partner shall be
determined in accordance with the capital accounts of the respective Partners as
soon as practicable thereafter by the Certified Public Accountant at the time
employed by the Partnership in accordance with good accounting practice and the
respective shares so determined shall be paid to the Partners or to such other
persons as
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may be legally entitled thereto. Any such determination by such Certified Public
Accountant shall be final, conclusive and binding upon the parties hereto or
anyone claiming through them.
11. This Agreement shall not be amended or modified in any respect except
by an instrument in writing signed by all of the Partners.
12. This Agreement shall be governed by and construed in Accordance with
the laws of the State of New York and shall be binding upon the parties hereto
and their respective legal representatives, heirs and assigns.
13. Whenever the masculine gender 1s used in this agreement it shall be
deemed to include, where applicable, the feminine gender as well. The term
"legal representatives" as used herein with respect to any Partner, shall
include in the appropriate case the executor, administrator, committee, trustee,
trustee in bankruptcy, receiver or assignee of such person and all others
claiming through them or any of them.
14. This Agreement may be executed in counterparts by each of the Partners
separately each such counterpart constituting one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and year first above written.
/s/ F. Xxxx Xxxx, L.S.
Witness F. Xxxx Xxxx, F.S.
/s/ Xxx Xxxx, L.S.
Witness Xxx Xxxx, F.S.
/s/ Xxxxx Xxxxxxx, L.S.
Witness Xxxxx Xxxxxxx
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AGREEMENT
The undersigned, being all of the partners who are members of a partnership
known as MARTINE AVENUE ASSOCIATES, hereby agree as follows:
1. As of January 1, 1987, the net profits of the partnership shall be
distributed so that Xxx Xxxx shall receive seventy-five (75%) percent of
such net profits, and Xxxxx Xxxxxxx shall receive twenty-five (25%) percent
of such net profits. Future funding will be on same basis.
2. In all other respects, the Partnership Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals this 29th day of January, 1987.
/s/ Xxx Xxxx
/s/ Xxxxx Xxxxxxx
