06 71 PARTNERSHIP BUY AND SELL AGREEMENT (TWO PARTNERS-NO TRUSTEECROSS PURCHASE)

• Jurisdiction: Arkansas
• Library: Arkansas Form Book - Complete (2023 Ed.)

06-71 PARTNERSHIP BUY AND SELL AGREEMENT (TWO PARTNERS-NO TRUSTEECROSS PURCHASE)

PARTNERSHIP BUY AND SELL AGREEMENT

THIS AGREEMENT entered into this [day] day of [month, year], by and between [partner #1] of [city], and [partner #2] of [city] ("Partners"),

WITNESSETH:

WHEREAS, the Partners are doing business under the firm name of [partnership name] at [address], in [city], Arkansas ("Partnership"), the respective interests of the Partners in the Partnership being as follows:

[partner #1 name] . . . [percentage] percent;

and

[partner #2 name] . . . [percentage] percent;

WHEREAS, the Partners mutually desire that upon the death of one, the business shall be continued by the survivor without interruption, liquidation, or the taking of a new partner, and the deceased Partner's estate shall receive the full value of his or her interest in the Partnership; and they also mutually desire that in the event a Partner withdraws from the firm during his or her lifetime, the remaining Partner shall have the opportunity to continue the business; and

WHEREAS, the Partners mutually desire to use life insurance to help achieve these objectives;

THEREFORE, in consideration of the mutual promises of the parties and of the mutual benefits to be gained by the performance hereof, the parties agree as follows:

1. Purchase and Sale of Deceased Partner's Interest: Upon a Partner's death, the surviving Partner shall buy, and the executor or administrator (the "Legal Representative") of the deceased Partner shall sell to such survivor, the entire Partnership interest of the deceased Partner, for the price and upon the terms and conditions set forth in this Agreement. The surviving Partner shall be entitled to all the profits of the business and shall bear all losses after the date of the Partner's death.

2. Determination of Purchase Price: The purchase price for the Partnership interest of the Partner first to die shall be the greater of the following two amounts: (a) the value of his or her Partnership interest as established in accordance with Article 3 herein, or (b) an amount equal to the total proceeds of the life insurance polic(y)(ies) on the life of the deceased Partner owned by either the Partnership or the surviving Partner as provided in Section 4 of this Agreement. The term "proceeds" shall include the policy face amount plus any dividends, accumulations, or additions paid with the claim less any loans and unpaid interest outstanding against the policy.

3. Determination of Value of Partnership Interest: The Partners agree that the present values of their respective partnership interests are:

[partner #1 name]	$[value of interest]
[partner #2 name]	$[value of interest]

Within 30 days after the end of each fiscal year of the Partnership or as soon thereafter as possible, the Partners shall unanimously agree upon a redetermination of the value of their respective Partnership interests for the then-current fiscal year and shall agree to such redetermined values with their signatures upon Schedule A attached hereto and made a part hereof. If the Partners fail to redetermine such values for a particular fiscal year of the Partnership, the last determined values shall prevail. Provided, if no determination of values shall have been made either for the fiscal year in which the death of a Partner occurs or for the fiscal year immediately preceding such year, the value of the interest of the deceased Partner shall be determined through the appointment of an arbitrator. The value determined by that arbitrator shall be the stipulated value of the Partnership interests...