Agenda - Council - 06/11/1985 - Special

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I I I I i I I I I i I I I ! I I I I SECTION 15.8 Purchase of Interest of Separated Partner A. Purchaser - In the event of the separation of any Partner, the remaining Partners shall have the option to purchase the interest of the separated Partner upon the terms and conditions hereinafter set forth. Such option shall be exercised, if at all, by written notice delivered to Partners within thirty (30) days after the Partnership receives written notice of the event which caused the separation of the Partner. If at the time of the exercise of any option hereunder, the purchase price has not then been determined, then the purchaser shall have the right to rescind the election of his option within five (S) days of the determination of the purchase price. B. Purchase Price - The purchase price of the interest shall be the total of the separated Partner's drawing account and capital account determined as follows: I. Drawing Account - The separated Partner's share of Partnership income during the current fiscal year, up to the effective date of separation, shall be credited to his account. 2. Capital Account - The value of the interest of the separated Partner in Partnership capital shall be determined by multiplying the total value of the Partership capital, as determined below, by such Partner's percentage interest on the date of separation. 3. The value of the Partnership capital shall be the adjusted book value of the Partnership assets on the effective date of separation, determined on an accrual basis of accounting, subject to the following adjustments: a. Any accumulated depreciation reserve on depreciable assets shall be adjusted to eliminate any depreciation in excess of that which would have been accrued on a straight-line method of depreciation. -10-