45. No Partner shall participate, directly or indirectly, in any enterprise, enterprise or transaction that may compete with the activities of the Company or that would have a direct conflict of interest with the Company without the unanimous written consent of the other Partners. Any business, undertaking or transaction that gives the appearance of a conflict of interest must be fully disclosed to all other partners. Failure to comply with any of the conditions of this clause will be considered an involuntary withdrawal by the offending Partner and may be dealt with accordingly by the remaining Partners. 5. The head office of the partnership is located at [insert address] or at such other place as the partners may designate from time to time. 50. The partner may not engage in any act that would make it impossible to carry on the ordinary affairs of the partnership. If none or more individual partners conclude a purchase contract within days [insert number], the partnership will be dissolved. 39. In the absence of a written agreement to determine a value, the value of the partnership will be based on the measurement of the fair value of all assets of the corporation (less liabilities) determined in accordance with generally accepted accounting principles. This assessment is carried out by an independent audit firm to which all the partners agree. An expert will be appointed within a reasonable time after the date of revocation or dissolution.
The results of the evaluation will be binding on all partners. The interests of a departing partner are based on that partner`s share in the dissolution distribution described above, less any outstanding liabilities that the outgoing partner may have to the partnership. The intention of this section is to ensure the survival of the partnership despite the withdrawal of only one partner. 16K Each Partner shall be liable to the Partnership for all benefits derived from any transaction relating to the Partnership without the consent of the other Partners or any use by such Partner of the Ownership, Name or Business Relationship of the Partnership. This obligation continues to apply to all transactions carried out after the dissolution of the company, but before the full settlement of the affairs of the company by the surviving partner(s) or their representatives or representatives. 15. Accurate and complete accounting records for the Company`s transactions are maintained in accordance with generally accepted accounting principles and are available at all reasonable times and may be consulted and audited by any partner. The Company`s books and records will reflect all of the Company`s transactions and will be appropriate and appropriate for the activities conducted by the Company. 16.
As soon as possible after the end of each financial year, the partnership shall provide each partner with an annual report containing a complete and complete presentation of the status of the partnership. This report shall consist of at least the following documents: a. a list of all the information necessary for the preparation of the tax returns or other tax returns of each partner; b. a copy of the partnership`s federal income tax returns for that fiscal year; and c. any additional information that partners need. 47. Each Associate shall devote to the Partnership Enterprise such time and attention as the majority of the Partners reasonably determine from time to time for the performance of the Partnership Enterprise. 9pm The goodwill of the corporate transaction is valued at an amount to be determined by a valuation in accordance with generally accepted accounting principles. 56. The Société may, on behalf of a partner, employee, agent or other person involved in the commercial interests of the Société, take out insurance against any liability it invokes or assumes by it, while acting in good faith on behalf of the Société. The Partnership will amend this Agreement to include new Partners after a unanimous written vote of all Partners.
26. Each new partner agrees to be bound by all agreements, terms and conditions of this Agreement, including any current and future changes. In addition, a new partner executes the documents required for the approval of the new partner. Each new partner receives such a commercial participation in the partnership, which is determined by a unanimous decision of the other partners. 20. Unless all the partners agree otherwise in writing, all actions and decisions concerning the management, operation and control of the company and its activities shall be decided unanimously by the partners. The partners reserve the right to withdraw from the partnership at any time. If a partner leaves the company due to an election or death, the other partners have the option to purchase the remaining shares of the company. If the partners agree to purchase the shares, the shares will be purchased in equal shares by all partners. The partners undertake to engage an external company to evaluate the value of the remaining shares. It is only with the unanimous consent of the shareholders that the valuation of the shares by the external company is considered final.
The partners have [insert number] days to decide whether they want to buy the remaining shares together and distribute them evenly. If not all partners agree to purchase the shares, the individual partners have the right to purchase the shares individually. If more than one partner requests to purchase the remaining shares, the shares are divided equally among the partners who wish to acquire the shares. If all the partners agree unanimously, the company may decide to allow a non-partner to purchase the shares, replacing the previous partner. 66. This Agreement contains the entire agreement between the parties. All negotiations and agreements have been incorporated into this agreement. Any statements or representations made by either Party to this Agreement during the negotiation phases of this Agreement may in any way be inconsistent with this Definitive Written Agreement. All such statements are considered worthless in this Agreement. .