in said business, and to which the Third Partner shall contribute his remaining one-half interest, to be determined as aforesaid, as a special partner, such partnership to be for a period of........, and to contain the usual provisions with reference to special partnerships, and in which the salaries of the parties of the first and second part shall be limited to $................each per annum, and the Third Partner shall not receive any salary, but shall receive interest on the amount of his special capital at the rate of......per cent
___per annum, payable quarterly in advance, which special partnership agreement shall also contain a provision that the general partners shall, dining its continuance, not withdraw from the firm any sum in excess of their salary.
14. Liquidation in Event of Death. In the event of the death of any one of the parties hereto during the continuance of this agreement, provided that the foregoing provision for a special partnership has not been entered into, then and in such event, the interest of the partner so dying shall be determined, if such death occurs within three months of the taking of the preceding inventory, as of the date of such preceding inventory and as it then appeared, and in the event of the death occurring within three months of the next succeeding inventory to be taken as above provided, then the interest of such deceased partner shall be determined from such inventory, which shall be taken in the same manner as the inventories were customarily taken by the firm, except that all good outstanding accounts shall be valued at..........
per cent of their gross amount, and that an adjustment shall be made by an agreement as to the value of doubtful accounts.
15. In the event of the death of one of the partners within three months of the taking of the next preceding inventory, his interest determined as aforesaid from said inventory, shall be paid to his duly authorized legal representatives within thirty (30) days after his death as follows: One-third in cash or by duly certified check, one-third by the surviving partners giving their promissory note for one-third of the amount of such interest, payable six month from said date, to the order of the decedent's duly authorized legal representative, and bearing interest at the rate of five per cent per annum, and the remaining one-third by giving a further promissory note for one-third of his interest payable twelve months from said date, to the order of the decedent's duly authorized legal repre8entative signed by the surviving partners, and bearing interest at the rate of five per cent per annum.
16. In the event of the death of any one of the partners within three months prior to the date of taking the next succeeding inventory as herein provided, then in such event, the interest of such deceased partner, to be determined by the next succeeding inventory, shall be paid to his duly authorized legal representative thirty days after the date of the taking of such inventory, and such payment shall be made one-third in cash or by duly certified check, and the remaining two-thirds by executing and delivering to his duly authorized legal representatives, two certain promissory notes, payable at the same periods and at the same rate of interest as immediately hereinabove provided in the case of the death of the partner within three months subsequent to the next preceding inventory.
17. In the event of the death of any partner, his salary shall cease from the date of his death, but his representatives shall be entitled to withdraw an amount equal to his salary from the firm until the settlement with such representatives as above provided, but this amount so drawn, from the date of his death until the date of the settlement, shall be charged against the share or portion in the business of such deceased partner.
18. In the event of the Third Partner exercising his option, and the special partnership hereinbefore provided being organized, and either of the general partners dying during the period of such special partnership, then the surviving partner shall have the option either of continuing the business to the end of said special partnership and then, as speedily as can reasonably be done, liquidating the firm, or, the surviving general partner may immediately, upon the death of the other general partner, proceed to liquidate the business.
19. In the event of the present co-partnership continuing until.........., and any two of the parties hereto expressing their intention to continue in the same line of business, in writing, to the other partner at least five months prior to
......................., then the said two partners shall have the right and privilege during said period of five months to devote such of their time and attention as may be reasonably required by them for making purchases, sales and contracts for the new firm to be organized by them subsequent to.......; and in such event inventories shall be taken on........, in the customary manner except the good outstanding accounts shall be valued at......per cent of their gross amount, and doubtful outstanding accounts shall be valued by adjustment between the parties and the interest of the partner retiring from the business shall be paid to him, one-half in cash not later than.........., and the remaining one-half by the partners continuing the business giving their joint promissory note to the partner so retiring for the remaining one-half of his interest, payable......thereafter, bearing interest at the rate of___per cent. In determining the interest of the retiring partner, there shall be charged against the interest of . the partners remaining a reasonable amount for expenses which may be incurred in making purchases and sales for the account of the new partnership to be organized on or after.............
20. In the event of the dissolution of this co-partnership by the exercise of the option hereinbefore given to the Third
Partner on..........., the new special partnership may be continued under the same name as this general partnership, but upon the termination of the period of said special partnership, the said firm name shall not thereafter be used, and generally, it is agreed that in the event of the retirement of any member of this co-partnership, or upon the death of any member of this co-partnership, the said firm name shall not be continued by the remaining members or by the surviving members, as the case may be. In arriving at the value of the interest of any retiring or deceased partner, as hereinbefore provided, there shall be no charge against the remaining partner or partners for the good will of the business.