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IV. D. IT IS agreed between the partners that during the continuance of :
this partnership, neither of the parties shnil endorse any note or become surety i
~6r a?r~y person or persons whatsaever withaut the written consent of the other ~
pa?rtner. ~ Further, neither party~shail"obligate the other party in any under-
taking outsfde the scope of this partnershlp w~ithout the written consent of the ~
other party.
E. It is agreed that~any conveyances, lncluding deeds and other doc-
• uments shall be executed by both Dale W. Johnson and Ray P. Elmblad. In the event
that either man is deceased or totaily incompetent, then the surviving spouse
shall then execute conveyances and other documents with the survivfing man. If
both men.are deceased or total~y incart~etent, then the spouses sha]1 have authority
to execute such conveyances and other documents.
~ V. TERMINATION
A. The parties agree that either JONNSON OR ELMBLAD may terminate this
partnership by giving written notice, by registered or certified mail to the op-
posite party or to last known address, sixty (60) days prior to the effective date
of termination.
B. The parties agree that on the date of termination, all debts and
obligations of the business nwst first be paid,
C. Upon Termination, the party wishing to terminate shall offer his-
interest to the opposite party for eighty (~0) percent of the ownership value of
the business, including the assets owned by the business and accumuiated profits.
The parties shall select a disinterested accountant or appraiser if ~Che value can-
nat be determined by themselves. In the event there can be no agre~nt as to
selection of a disinterested accountant or appraiser, or as to the value of the
business, the parties shall then apply to the Circuit Judge of St. Lucie County,
who w~ll then be requested to appoint a disinterested appraiser, whose determination
of value made in writing shall be conclusive and binding upon this partnership.
D. The remaining partner shall have the option to pay the terminating
partner at the determined value of 80 percent for the interest of the other part-
ner in the-business.' In the event the surviving partner is unwilling to purchase
the other party's interest on the basis described, then the entire business shall
be offered to a disinterested th~t~i party purchaser.
E. Upon a bone fide offer made by a third party purchaser, it is agreed
that the surviving partner shall have sixty days (60) to meet the terms and cond-
itions of a proposed sale to a disfnterested party, and thus to assume fu11 owri^
wrship of this business. Such offer to purchase on this basis shall be in the
amount offered by the disinterested thi~rd party.
YI. DEATH OR TOTAL INCOMPETENCY _
A. It is agreed by both parties that in the event of death or total
Incompetency of the surviving member of either partner, the partnership shall
automatically termfnate. The surviving partner shall have~the option to purchase ,
~ the interest of the deceased or incon~etent partner from the Personal Representative ~
of the estate of the deceased or totally incompetent survivor. It is expected that
the inembers of this partnership wi11 provide by WILL who the Personai R~resentative
and beneficiaries will be.
B. The Partnership agrees that the amount to be paid to the personal
representative shall be the apprased value of the partners share without and
discount. This amount shall be paid within nine (9) months of the death or
total incompetency which occurs.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this
~ day of APril, 1987.
Signed and Sealed and Deiivered
in the resence of:
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