General Partnership Agreement of A Business - Free Download | Page 6
4.5,
4167
votes
Please vote for this template if it helps you.
Section 12
BOOKS; FISCAL YEAR; AUDITS
Accurate and complete books of account shall be kept by the Partners and entries
promptly made therein of all of the transactions of the Partnership, and such books of account
shall be open at all times to the inspection and examination of the Partners. The fiscal year of
the Partnership shall be the calendar year. A compilation, review or audit of the financial affairs
and position of the Partnership, as determined by the Partners acting in accordance with
Section 8, shall be made as of the close of each fiscal year of the Partnership by independent
public accountants selected by the Partners acting in accordance with Section 8.
Section 13
TRANSFER OF PARTNERSHIP INTEREST
AND PARTNERSHIP RIGHTS
Except as otherwise provided in Sections 14, 15 and 16 hereof, no Partner (hereinafter
referred to as the "Offering Partner") shall, during the term of the Partnership, sell,
hypothecate, pledge, assign or otherwise transfer with or without consideration (hereinafter
collectively referred to as a "Transfer") any part or all of his or her Partnership Interest to any
other person (a "Transferee"), without first offering (hereinafter referred to as the "Offer") that
portion of his or her Partnership Interest subject to the contemplated transfer (hereinafter
referred to as the "Offered Interest") first to the Partnership and then to the other Partners, at
a purchase price (hereinafter referred to as the "Transfer Purchase Price") and in a manner
as follows:
13.1. The Transfer Purchase Price shall be the Appraised Value (as defined in Section
18.1).
13.1.1. The Offer shall be made by the Offering Partner first to the Partnership
by written notice (hereinafter referred to as the "Offering Notice"). Within twenty days
(hereinafter referred to as the "Partnership Offer Period") after receipt by the
Partnership of the Offering Notice, the Partnership shall notify the Offering Partner in
writing (hereinafter referred to as the "Partnership Notice"), whether or not the
Partnership shall accept the Offer and shall purchase all but not less than all of the
Offered Interest. If the Partnership accepts the Offer to purchase the Offered Interest,
the Partnership Notice shall fix a closing date not more than twenty-five days
(hereinafter referred to as the "Partnership Closing Date") after the expiration of the
Partnership Offer Period.
13.1.2. If the Partnership decides not to accept the Offer, the Offering Partner or
the Partnership, at his or her or its election, shall, by written notice (hereinafter referred
to as the "Remaining Partner Notice") given within the period (hereinafter referred to
as the "Partner Offer Period") ending ten days after the expiration of the Partnership
Offer Period, make the Offer of the Offered Interest to the other Partners, each of
whom shall then have a period of twenty-five days (the "Partner Acceptance Period")
after the expiration of the Partner Offer Period within which to notify in writing the
Offering Partner whether or not he or she intends to purchase all but not less than all of
the Offered Interest. If two or more Partners of the Partnership wish to accept the Offer
to purchase the Offered Interest, then, in the absence of an agreement otherwise
6
