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PA-RTNqRS I{.r P AGREEI.{ENI.g
EI,CA ASSOCI-ATES
PARTNERSI{IP AGREEITENT made as of this /& eay otJuLy, 1985,
by and among Allan Eaymes, residing at 210Central Park South, APt.
15Ar Ner York, Neld York 10019, andEenry J. Cohen, residing at 30
Stonehouse Road, Scarsdale,tJes York 10583 { the foregoing
individuaLs sometimes herein:.ndividual]y referred to as a
'Partner" and coLlectively asthe "Partners" ),
r{rrNEgSFl.E:I.{EEREAST the parties desire io form a general
part-
nership under the laws of Ehe State of New York for Lhe
pur-poseq set forth belor and to set iorth their understandingsin a
nriting,
NOW,, ?IIEREFORE,. I-1. lS- LGREED AS FOLLOIfS:( r )
roRrla?Iolr
The Partners hereby form a general partnership
(the"Partnership") purSuant to the provisions of Ehe PartnersnipLar
of the StaEe of Netr York
12) NA!{q ANp OFEJ:CEThe Partnership shaII be conducted under
the firm
name and style of Elca AssociaEesr oE such other narfle as
thePartners may determine. ?he principal office of lhe Partner-
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ship sha1l be located at c/o Eenry J. Cohen, 30 StonehouseRoad.
Scarsdale, Neqs York 10583, or at such other location asthe
Partners ItrBlr from time to time, hereafter determine.
( 3I TER.r,tThe Partnership sha1l coruaence as of the date
here-
of and shal1 continue until terminated as hereinafter
pro-vided.
( 4 ) PTIRPOSEthe purpose of the Partnership shaLl be Eo
acguire,
orrl , hold, Eanage. oDerate, irnprove, develop, lease '
mcrt-'
gager se1l and othervise deal crith the real estata anci
in-provements thereon located in Col11er fownshi.p,
Peansylvania(the "Property"), and nore particularl.y described on
ExhibitA annexed herelo, and to conduct such other revenue
producingactivities as iaay be necessary or aCvisable to promote
thebusiness of the Partnership.
( 5 ) PROFLIS AND . I*OS.$-ES : DI-STBI-B-UtIOI.JS.tA) For each
fiscal year of the Partnership, the
Net Profits, Net Losses and tax credits of the Partnershipshall
be credited or charged, as the case may be, equallybetween the
Fartners. "Net Profits" and "Net Losses" shallnean, respectively,
the net income and net losses of thePartnership as reporced for
Federal income tax PurPOSes.
(B) All cash which becomes available for distribu-tion to t,he
Partners, r*hether f rom ordinary oPerations or
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from extraordinary transactions, including cash which
becomeEavailable from a sale of the Propertyr after paynent of
orprovision for pal,ment of the liabililies of the Pastnershipshal1
be distributed equally between the Partners '
(6} CAPITAT CONTRIBUTIOHSfhe capital rith which the Partnership
shall com-
mence business is 5180r000.00, which sum has been contributedin
cash by the Partners in the arnounts set forth belor:
Nagre AfiountA1lan Eaymes I 90'000.00EenrY J. Cohen S 90,000'
00
(7) RICH?S' DUTIES AN9 OTLIGATIONS 9F-.P.S-RTNE4S(A) The
Partners shall each have all Ehe rights
and powers and be subject to aLl of the restrictions
andliabiLities of a Partner under the Partnership Las of theState
of Ne'* York. All decisions, determinations and actionson behalf of
Ehe Partnership shatl reguire ihe unanimousaglproval of, the
Fartrers.
tB)EachPartnershall,*ithoutanyfeeor.othercompensatiOn, devote or
cause to be devoted to the Partner-ship business such time and
effort as is necessary for lheproper conduet of such business.
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(8} DEATE, BANKRUP?CY,ETC. OP A PARTNERIn the event of the
death, adjudication of insaaity
or incompetency, or bankruptcy oE a Partner, the
Fartnershipsha1l not be dissolved and t.erminated unless the
remainingPartner, if any, so elects in r*riting r*ithin thirty t30)
daysthereafter'. Absent such an election, the Partnership
shallcontinue with the legal reP!'esentative of such Partner,
uponexecution of a Counterpalt of this Agreement or other suit-able
instrurnent, beiag admitted as a generaJ. pariner of
the?artnershiP.
Ifthereshallbeadeterninationnottosoon.tinue, the Partnerstrip
sha1l forthwith be dissolved andterminated, and upon such
terminat.ion of the Pastnership anotice of dissolution as required
by lars shall be Eiled'
The Partners shall execute and deliver such
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for the benefit of a spouse, adult or minor child. unlesssuch
transfer would effect a termination of Ehe Fartnershipunder the
applicable provisions of the InternaL Revenue codeof 1954, as
afiended.
{B) Right of ,First Ref.usal'(1) At any time during the Eerm of
this
Agreement, if either Partner {the "Selling ParEner"i
receivesanoffer(''offer.')topurchasehisPartnershipintereSt,hesha11
Eive written notice { the "offering }lotice" ) thereof tothe other
Partiler tthe "Responding Partner") 'pithin ten tI0)business days
of his receipt of Ehe offer. 'The sei'Ling Part-ner shal} specify
in its offering.\otice all of [he iarms andprovisions of the
Offer.
12) Upon receipt of the Offering Notice' theResponding Partner
may then elect to purchase Lhe interest of
the selling Partner ugon all of the terms and provisions
oftheofferaSsetforth!ntheofferingNotice.
(3) The Responding Partner shall notify theselling Fartner of
its election within forty-five (45) daysafter the date of receipt
of the offering Notice' Failure togive notice within t.he required
time perioa shall be deemedan election not to Purchase'
{4} If either (i) the Responding FartnereLects noE to Purchase
the Selling Fartner's interestr or
{ii}, follolling an elecEion by the Responding Partner Eo
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purchase under subsection 9{B)(3), the Responding Partnershall
fail to consummate the purchase of the se11in9partner's eotire
interesE in accordance with sect,ion 9{B)(?)hereof, then Ehe
selling Partner may sell its interest in thePartnership in
accordance rith the terms of lhe originalOffer.
(5) If the Selling Partner shall fail loconsummate the sale of,
its entire lnterest in accordance nithsection 9iB)(4), then the
offering Notice shall be deeraed anullity and the selling Partner
shall not be permilted togive another oifering tlotice for a period
of t,rceive :nonthsfoilorsing the date of t,he original offering
Notice.
(6) Iro the Selling Partner does consummalethe sal-e cf its
interest in the Partnership in accordanceqritlr section 9(B)(4),
the Responding Partner shall thereafterbe the !.tanaging ?artner
and all decisions, determi.naEions andactions on behaLf of the
Partnership nhieh are rithin theordinary course of, businesE of the
Farlnership sha11 be madeso1e1y by such ltanaging Partner' Any
events or transactionsshich are not xlEhin the ordinary day to day
business and
affairs of Ehe Partnership, including, $ithout limiEation,
asate, Iease or aortgage of the Property. shal1 require
Eheunanimous approval af the Partners'
t71 (i) The closing of any sale of aninterest in the Partnership
pursuant to this section 9tB)
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(the "Closing") shalL be held aL the principal office of
thelartnership, unless othersise mutually agreed' on a
nutuallyaecepEable date not more than sixty (60) days aftel
thereceip! by the Selling Partner of the rritten notice ofelection
by the Eesponding Partner, or after the expirationof, the time
'*ithin nhich the Responding Partner must soelect, as provided in
subsection 9tB)(4)'
{ii1 AE the Closing, anY closinga,Ajusemenhs shall be made as of
the date of Closing. AnyPartner transferring its interesi shal1
transfer suchinterest Eree and Cieat af any liens, enCumbrances or
anyinterest of any third party and shall execute or cause to
beexecuted any and all documents reasonably reguired r-o
fuIlytransfer sueh interest to the aequiring Partner. ?he
SellingPartner and fhe purchasing party shal1 execute
anycertificates and other filings shich are required under
thePartnership Lan to evidence Ehe sale and the wiEhdra'*ai ofsuch
Partner from the Partnership. the selling Partner shallaLso deliver
to the grurchasing part,y its power of attorney toexecute and
deliuer any such certificates and other filingsxhich may Eherafler
be required.
tiii) Following the date of Closing, Eheselling Partner shall
have no furLher rights to anyPartnership distributions
atEri.butable and alLocable to theperiod from and aEEer the
Closingr and all such rights shall
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vest in the Selling Partner's transferee' All of the
Selli'ngpartner,s rights and obligations hereunder shal1
terminateexceptastoitemsaccruedasofsuchdateandexceptastoany
indennity obligations of such Partner attributable
toactsoreventsoccurr'ingpriortosuchdate.ThereuPon,exeept as
lirnited by the preceding sentence' this Agreernentsha1l terminate
as to the selling Partner but sha1l remain j'n
effect as to the cther Partner. The purchaser shall in*dernnify
and save harmless the seller from any and allliability arisinq
after the oate of lire sa1e, or rrhich hasaccrued prior to such
date, has been disclosed Eo
thepurchaser,,andrrithrespecttorhichliabi3.ityapP-ropriaeeadjustments
to the purchase price have been mace or reserveshave been
created
{ 10 ) fERrdI-NA?ION?he Partnership shall t'erminate upon the
happening
of any of ihe follo'*ing events:tA) Upon the sale or transfer of
Ehe last remain*
ing property, real or personal, held by the Partnership
(ex-ceptastoanindividualorcorporatenominee}andtheelec-tion of lhe
Partners nct to continue the Partnership as pro-
vided for in ArticLe 9.tB) The death, adjudication of insanity
or incom-
petency, or bankruptcy of a Fartner and the election of the
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Eurviving Parlner not Eo continuelor in Article 8.
(C) December 31' 2058;{11} BpOKS AND RECORDS
the PartnershiP as Provided
(A}AtalltimesduringthecontinuanceofthePartnershipr the Partners
shall cause to be kept fullr CoEl-plete and accurate books of
account in shich shall be en-tered, fu1ly and accuratelyr each and
every Eransaction ofthe PartnershiP
(B) All oi said boolts of account' together rcith anexecuted
copy of the Partnership certificate and any amend-ilents theretor
shal"L at all times be maintained at the
Prin-cipalofficeofthePartnershipandshallbeoPentotheinspection and
examination of the Partners'
{12) SANK ACCOUNTS
sited incounts as
(A) All iunds of the Partnership are to be dego-lhe Partaership
name, in such bank account or ac-
be made as{13)
shall be designated by the Fartners'(B) i{ithdrar.rals f,rora
any such bank account shalLdetermined bY Ehe Partners'
UPon the ternination ofof all of the PartnershiP
PropertYFartnershiPr a ful1 account' of thethe PartnershiP shall be
taken and
lhe PartnershiP' t,he saleor dissoLution of theassets and
liabilities ofthe assets shall be ligui-
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dated as promPtly as possible and the proceeds thereof sha1lbe
applied, excePt as otherrlise provided herein, as follows:
(A}gothepaymentofa].ldebtsandliabilitiesofthe Partnership and
the expenses of liguidation.
tBl fhe balance to the Partners as provided inArticle 5 for
distributions-
( 1A I I'TSCELLANEOUSThis Agreement contains the entire
understanding
hetween the parties and supersedes any prior understandinEsand
agreernnts among thera respecting the crithin subject mat-ter.
There are nO rePl'esentations, agreements, arrangementsor
understandings, oral or '*ri"iten, bet'*een or among iheparties
hereto, relating to the subject matter of this Agree-ment yhich are
not fulIy expressed herein. This Agreernentmay not be modified,
amended or changeC in any respect exceptby an inst:'ument in
trriting signed by the parties hereto.
?hisAgreement,anymodificationoramendmentthereof, may be executed
in any nuruber Of counterparts' eachof shj.ch shall be deemed to be
an original and a1l of '*hichsha11 be deemed to cOnstitute one and
the same instrument'
This AgreernenE sha1l be binding upan the signa-tories theretor
Lheir heirs, successors and assigns'
This Agreement shall be governed by and construedin aCcOrdance
wiEh the l-a,*s of the State of Ne'rr York.
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IN !{rrNESS trgEREoF, the parties hereto have hereunto settheir
hands and seals as of the day and year first abovewri. t ten.
rl/^ ri' it , ! '
-"iit.* c$-Lr--I A.LLAN EAY}TES
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1 [ .EENRY lJ.t coggll
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