Death of a Partner. Upon the death of a Partner, the Partnership shall not terminate, and the 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.
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. 23.1 On the death of a Partner the remaining Partner(s) shall forthwith notify the Partnership Registration Office, Department of Agriculture, Food and the Marine.
Death of a Partner. The death of any Partner shall not cause the dissolution of the Partnership. In such event the Partnership and its business shall be continued by the remaining Partner or Partners.
Death of a Partner. 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: elect to become Substituted Partners; or offer to sell all but not less than all of the deceased Partner's interest to the remaining Partners. 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. 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). 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 inter...
Death of a Partner. Upon the death of either partner, the surviving partner shall have the right either to purchase the interest of the decedent in the partnership or to terminate and liquidate the partnership business. If the surviving partner elects to purchase the decedent's interest, he shall serve notice in writing of such election, within months after the death of the decedent, upon the executor or administrator of the decedent, or, if at the time of such election no legal representative has been appointed, upon any one of the known legal heirs of the decedent at the last-known address of such heir.
Death of a Partner. Heirs of Partners shall be entitled to inherit the Partnership Interests of a deceased Partner or of a Partner owned directly or indirectly by an individual who has deceased, provided that upon such death such 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 the General Partner and the Investor General Partner 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 an individual or of an individual that owns a Partner, the Partnership shall have the option to purchase the Partnership Interest owned by such deceased Partner directly or indirectly through an Entity, and the estate of the deceased individual shall be obligated to sell such Partnership Interest to the Partnership, in accordance with the terms of this Section 8.9. The Partnership may exercise its option by giving written notice thereof to the estate of the deceased individual, or the appropriate representative thereof, within such one hundred twenty (120) day
Death of a Partner. If a General Partner then serving is a person in an individual capacity (as opposed to a trustee, or an entity, such as a corporation, partnership, or limited liability company), the Partnership Interest held by that individual as General Partner will, as a result of his or her death, be re-classified as a Limited Partner Partnership Interest. If a Limited Partner is a person in an individual capacity (as opposed to a trustee, or an entity, such as a corporation, partnership, or limited liability company) or if an individual (i) is the beneficiary of a trust, the trustee of which is a Limited Partner and such individual has the special or general power to appoint the beneficiaries thereof upon his or her death or (ii) was a General Partner whose Partnership Interest was converted to that of a Limited Partner pursuant to the preceding sentence of this Section 10.2(b), the Partnership Interest held by that individual as a Limited Partner may pass to any one or more of the following, without the required unanimous consent of the Partners:
Death of a Partner. Upon the death of either partner, the surviving partner shall have the right either to purchase the interest of the decedent in the partnership or to terminate and liquidate the partnership business. If the surviving partner elects to purchase the decedent's interest, he shall serve notice in writing of such election, within _____ months after the death of the decedent, upon the executor or administrator of the decedent, or, if at the time of such election no legal representative has been appointed, upon any one of the known legal heirs of the decedent at the last-known address of such heir. If the surviving partner elects to purchase the interest of the decedent in the partnership, the purchase price shall be equal to the decedent's capital account as at the date of their death plus the decedent's income account as at the end of the prior fiscal year, increased by their share of partnership profits or decreased by their share of partnership losses for the period from the beginning of the fiscal year in which their death occurred until the end of the calendar month in which their death occurred, and decreased by withdrawals charged to their income account during such period. No allowance shall be made for goodwill, trade name, patents, or other intangible assets, except as those assets have been reflected on the partnership books immediately prior to the decedent's death; but the survivor shall nevertheless be entitled to use the trade name of the partnership.
Death of a Partner. Upon the death of a Partner or person who is a trustee of a Partner and active in the business of the Partnership, the court appointed personal representative or executor of the deceased Partner shall give notice of the death to the Managers and to the other Partners. The notice shall include the personal representative's or executor's name and address for correspondence. The Partnership shall have one (1) year after the Partnership receives notice of the death of the Partner to purchase all of the interest owned by the deceased Partner. The Partnership shall use insurance proceeds received, if any, on the death of the Partner to purchase at least that portion of the Partnership Interest in the Partnership to the extent of the insurance proceeds received. To the extent possible, the Partnership shall cause any proceeds of insurance on the life of the deceased Partner in which the Partnership is the beneficiary, to be paid directly from the insurance company to the deceased Partner's estate or trust upon execution and delivery to the Partnership of the assignment by the personal representative (or executor) of all rights to the deceased Partner's Partnership Interest to the Partnership. The Partnership shall pay to the deceased Partner the balance of the purchase price as provide in Article 10 .
