Agenda - Council - 06/11/1985 - Special

Home

account and capital. Said purchase price shall be binding if adopted in writing signed by the Partners within twelve (12) months of date of Separation. The Purchase Price so adopted shall be adjusted for the amount of any increase or decrease in the separated Partner's Drawing Account between the date of adoption of the Purchase Price to the date of separation. 5. Payment of Purchase Price - The purchase price for the interest of a separated Partner may be paid in cash or, at the option of the purchaser __ percent ( %) of the purchase price shall be paid in cash and the balance shall be paid, in equal monthly installments of principal with interest from the effective date of separation on the unpaid principal balance at a rate of interest percentage points above/below the reference rate of interest in effect at the First National Bank of Minneapolis, Minnesota, as such rate may be adjusted from time to time. The first payment shall be due not later than ninety (90) days after the date of separation, and, if monthly installments are elected, they shall be due on the same day of each month thereafter until the purchase price has been paid in full. The purchaser may prepay any part or all of the unpaid balance of the purchase price at any time and without penalty. SECTION 15.7 Partnership Liabilities - In case the interest of a separated Partner is purchased under this Agreement, the remaining Partner agrees to assume all Partnership liabilities, and to indemnify a separated Partner and save him harmless from any liability on account of past or future obligations of the Partnership, except for any claims against the Partnership based on mistakes, negligent acts or failure to act, or defalcations of the separated Partner and except liabilities not reflected on Partnership books and financial statements. ARTICLE XVl. ..L. iquidation of Business SECTION 16.1 Events Causing Liquidation A. Voluntary Liquidation - The Partners may at any time, by -12-