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HomeMy WebLinkAboutSUB201600100 Agreements Syn, e4eb Aw �.. e;)(• • k-13Y Y q- 37Y 1 �i , Ia f SA E E- ALVELEY FARM FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT On February 3, 1996, the undersigned, being the sole General Partner and all of the Limited Partners of Alveley Farm Limited Partnership (the"Partners'), entered into the following limited partnership agreement: RECITALS: A. The Partners formed Alveley Farm Limited Partnership (the"Partnership") pursuant to the laws of the Commonwealth of Virginia on or about December 26, I9and duly filed their Certificate of Limited Partnership for Alveley Farm(the "Limited Partnership Certificate") with the State Corporation Commission; B. The initial General Partner resigned on February 1, 1996, and the Partners appointed as the successor General Partner the Robert E. Men-ill and Jennie R Merrill Trust under Agreement dated January 1, 1995; C. The Partnership remains a limited partnership in good standing under the laws of the Commonwealth of Virginia; D. The Partners all desire to enter into this written agreement(the *Agreement") to partially amend and partially restate, and otherwise provide for, the terms and conditions of the operation and management of the Partnership and of each Partner's membership and interest in the Partnership; 1? This Agreement fully supersedes any and all other agrimentc, whether in writing or otherwise, among and between the Partners including, without limitation, any provisions contained in the Limited Partnership Certificate which may be deemed contrary to or in conflict with the terms or provision of this Agreement; F. The Partners desire that the Partnership continue to transact certain business and make certain investments, and that they all share in the risks, benefits, profits and losses of these businesses and investments; and G. The Partners desire that the Robert E. Merrill and Jennie IL Merrill Trust continue to be the General Partner and that all of the other Partners be Limited Partners. 1 • AGREEMENTS: SECTION 1 Definitions 1.1. Aaareement The"Agreement"is Alveley Farm First Amended and Restated Limited Partnership Agreement, as amended from time to time. The Agreement shall include Schedule A as it maybe amended from time to time. 1.2. Limited Partnership Certificate. The"Limited Partnership Certificate"is the certificate of limited partnership originally Sled on behalf of Alveley Farm Limited Partnership on or about December 26, I97Z and ail amendments,,if any, thereto. 1.3 Capital Account.The"Capital Account"of each Partner is the sum of his or her capital contributions increased or decreased by any adjustments made pursuant to Section 6.4 of this Agreement 1.4. General Partner. The"General Partner"shall refer to the Robert E.Merrill and Jennie H.Merril Trust under Agreement dated 1-1-95,or any successor general partner. 1.5. Limited Partner. A"Limited Partner"and the"Limited Partners"shall refer to one (1)or more of the persons whose names are fisted on Schedule A to the Agreement as being Limited Partners. 1.6. Net Cash Flow, Net cash flow is the Partnership's taxable income„increased by.(1) any depreciation or depletion deductions takes into account in computing taxable income and(2) . any nontaxable income or receipts(other than capital contributions and the proceeds of any • • Partnership),and reduced by: (1)any principal payments on any Partnership debts,and(3) • proceeds from the sale or eaoehange of partnership assets. 1.7 Partners. The "or a"Partner,'when used without the words"Creneral"or ., ,� R.utited,"shall refer to both the � iiLmted Partners. y 1.8. The'Partnership"is Alveley Farm Limited Partnership.. • 1.9. partnership Capital. The"Partnership Capital"is the total of the Partners'capital contributions. 1.10. Partnership Interests, The"Partners*Interests"are the relative interests ofthe ' individual Partners in the Partn ship, as indicated on Schedule A. • 1.11. Transfer% A"Transfer"of a partnership interest includes any sale,pledging ,..encumbering giving,bequeathing,or other tri or disposing oc or parmitnng to be sold, - 2 • 'f = :_- - attached,,-e°4\ encumbered, or otherwise disposed of or have ownership changed in any manner, whether voluntarily,involuntarily,or by operation of law,other than to another partner or to any • trust for the benefit of another partner. SECTION 2 Name The Partnership's name is Alveley Farm Limited Partnership. SECTION 3 • Place of Business and Registered Agent 3.1. Place ofBusiness. The Partnership's principal place of business is at Route 1,Box 75,Afton, Virginia 22920, ori State Route 691 in Albemarle County near Batesville,Virginia. The General Partner may from time to time change the Partnership's principal place of business to . another location and add additional places of bum. 3.2. Registered Agent. James N.Deinlein,Esquire,a member of the Virginia State Bar, shall be the Partnership's registered agent. The registered agent's business address is 528 East Main Street, Suite 2,Charlottesville,Virginia 22902. SECTION 4 Business The Partnership's purpose is to conduct a general livestock and farming business on its real property situated on both sides of State Route 691 near Batesville,in Albemarle County,Virginia, and the conduct of any other business which shall be legal for a mm ited partnership to conduct in Virginia. •r 'A Term Term. The Partnership shall continue for an indefinite term. • :.r• . , s•: 3 e*s.'.�• • SECTION 6 • • • Capital and Partnership Interests 6.1. Each Partner's Share. Each Partner's initial capital contribution,made in cash or property,valued for this purpose at its fair market value on the date of contribution is set forth in Schedule B. 6.2 Withdrawal. No Partner may withdraw any portion of his or her Capital Account accqx upon approval of the remaining Partners holding two-thirds or greater Partnership Interests. 6.3. Additions. No Partner will be required to make any additional capital contributions without his consent. 6.4. Adjustments. Each Partner's Capital Account shall be adjusted whenever necessary, • to reflect(1)his or her distractive share of Partnership profits and losses,including capital gains and losses, (2)his or her additional contributions to the Partnership,and(3)distribution made by the Partnership to the Partner. A Partner's loans to the Partnership are not to be added to his or her Capital Account. 6.5. No Interest Paid. No Partner shall receive any interest on his or her capital contributions or Partnership Intek, SECTION 7 Profits,Losses and Cash Flow 71. ,Profits and Losses. The Partnership's net profits and losses shall be computed in accordance with generally accepted accounting thinciples,consistently applied. The Partnership's net profits and losses,and every section ofincame,deduction,gain,loss,and credh therein,shall . . bee allocated proportionately among the Pertness according to their Partnership Intends. No Partnerhas priority over any otherPartner as to Partnership profits. Notwithstanding " = • *provision of this Section 7.1, any other income,gain,loss,and deductions with respect to property contributed to the Partnership by a Partner shall be shared among the Partners so as to take • account of any variation between the basis of the property so contributed and its fair market value at the time of contribution,in accordance with any applicable Treasury _ -or Death.—In the event ofan Partner's death, ear bion,profits and losses shall be allocated based on therunnber • •of days In the particular year during which each Partner owned his or her Partnership Interest,or • on any other reasonable basis consistent with applicable United States tax laws and regulations. No asses of a Partnership Interest shall be permitted accept in accordance with the provisions ofthis Agreement. .f 4 • • ---rs 7.3. Cash Flow. The General Partner shall cause the Partnership to distribute its Net Cash Flow to the Partners at least annually. All distributions of Partnership Net Cash Flow shall be distributed to the Partners in proportion to their Partnership Interests. • SECTION 8 Management and Operations 8.1. Limited Partnere The Limited Partners(other than a Limited Partner who is also a General Partner)shall take no and have no vote respecting the Pep's gement -- andoperations. 8.2. General Partner, The General Partner ,- the full and exclusive power on Partnership's behalf; in its name, to manage,control, , ,,,_, . , . o. - ., its and airs and to do or cause to be done anything he deems necessary or appropriate for the Partnership's business, including(but not limited to)the power and authority to:(1)lease or sell, • with or without seller financing real or personal property to any person,giving any warranties or assurances deemed appropriate;(2) subdivide and/or develop all real property(3)determine at his sole discretion the appropriate sale puce ofall real or persona property;(4)buy,lease or otherwise acquire real or personal property to carry on and conduct the Partnership's business;(5) borrow money for the Partnership's business;(6)issue promissory notes and other debt instruments(negotiable or nonnegotiable),in any amounts and secured by deeds of trust or any other encumbrance on all or any part of the Partnership's assets;(7)assign any debts owing to the Partnership;(8)engage in any other means of finances(9)enter into any agreement for sharing of profits and joint venture with any person or entity engaging in any business or venture in which this Partnership may engage; (10)manage;administer,conserve,improve,develop, operate,lease, laze, and defend the Partnership's assets.directly or through third parries;(11)execute any type of agreement or instrument in connection with any other Partnership power;(12)employ all types of agents and employees(including attorneys,real estate agents,appraisers and accountants)as may seem proper;(13)buy or otherwise obtain the use of any type of equipment or other property that may be convenient or advisable in connection with any Partnership business(14)incur any reasonable expense for travel,telephone, telegraph,insurance,taxes.and such other things,hi carrying on the Partnership's bum(15)sue and be sued,complain and defend in the Partnership's name of and on its behalf;(16)a K � . .tg _ . $CEifinik - Arty Viet artnership;acrd(17)quitclaim,release or abandon any Partnership assets or w" ou coria atiab 4` cmal.-Railwr Oa be emitted:to comilmsation lr __� - $.4 , All m All expenses mimed by the General Partner in conducting . the Partnership's business,sung(but not limited to)overhead, managing e and , travel expenses, and professional, technical,administrative,and other services,will be reimbursed . .the P .taership. 5 1 • 8.5. Tax Matters Partner. The General Partner shall also be the tax matters partner and, as such,shall be solely responsible for representing the Partnership in all dealings with the Internal Revenue Service and any state,local,and foreign tax authorities,but the General Partner shall keep the other Partners reasonably informed of any Partnership dealings with any tax agency. SECTION 9 Books and Records 9.1. General The Partnership's books and records will be kept on the cash method of -- arming and in accordance with generally accepted accounting principles consistently applied, and shall reflect all Partnership transactions and be appropriate and adequate for all Partnership business.The Partnership books shall also be kept on a fiscal year ending December 31. The Partnership's records shall be maintained at the Place ofBusiness stated in Section 3.1 above. 9.2. Financial Statementss Within a reasonable period after the dose of each fiscal year, • the General Partner, at the Partnership's expense,will give a written report to each other Partner • V... inducting such P ' income,War requirement may be satisfied y� giving each Partner a copy of any tax form which' such information. SECTION 10 Banking All Partnership funds will be deposited in its name in such accounts as the General Partner . designates. The General Partner can authorize other persons to draw checks on Partnership bank accounts,but such authority must be in writing and one(1)or more of the Partners may require that such persons be bonded. Each bank in which a Partnership account is maimed is relieved of any responsibility to inquire into the Partners'authority to deal with such fiends,and absolved of all lab ity with respect to withdrawals from such Partnership accounts by any person duly authorized by the General Partner. : . • • SECTION 11 Tax Electkons • • No election shall be made to exclude the Partnership from the application of the provisions of SubchapterIC of the United States Internal Revenue Code('"the Code")or from any similar -provisions of state tax laws.-Ea Partnaship-Interest-is transfarediaPartner dses,-cr • p • assets are distributed to a Partner,the General Partner may,in his or her discretion,cause the Partnership to elect to cause the basis ofthe Partnership's assets to be adjusted for federal income • tan purposes wider Code Sections 734 and 743. . � 6 SECTION 12 Transfer of Partnership Interests 12.1 Might of First Refusal. The Partners do not want Partnership Interests to be made generally available to persons other than the present Partners. Therefore, the parties agree that no Partner will Transfer any of his or her Partnership Interest except in accordance with the terms of this Section 12 or with the prior written consent of all of the other Partners. No attempted Transfer of any Partnership Interest not in accordance with the terms of this Section 12 or the prior written consent of all other Partners shall be valid or reflected on the Partnership's books. 12.1.1. Any Partner who wishes to Transfer any of his or her Partnership Interest, or who has reason to believe that an invohmtary.Transfer or a Transfer by operation of law is reasonably foreseeable,shall first give each other Partner written notice of his or her intent to Transfer such offered Partnership Interest or of his or her knowledge that such involuntary Transfer or Transfer by operation of law is reasonably foreseeable. Such • notice must contain a description of what portion of his or her total Partnership Interest that will be so Transferred,the consideration that will be paid(Warty), and the terms of Transfer and of any payment of consideration(mcluding but not limited to,the relative percentages of cash and debt,and the duration,interest rate, and payment schedule of any debt instruments), and the name,address(both home and office), and business or occupation of the person to whom such Partnership Interest would be transferred,and any other facts which are or would reasonably be deemed material to the proposed Tnmsfer. 12.1.2. Upon the receipt of such notice, each other Partner shall have a right to buy a proportionate share of the offered Partnership Interest. Each Partner may buy a share of such Partnership Interest with the same proportion to the whole of such Partnership Interest as his or her own Partnership Interest bears to those of all Partners desiring to exercise such right to buy. Each Partner may exercise this right of first real • by giving the transferring Partner written notice within thirty(30)calendar days after receipt of the latter's notice. • �;• 4 • • . 12.1.3. lithe Partners do not agree to buy all ofthe offered Partnership Interest, .. • the transferring Partner may complete the intended Tri If such Transfer is not completed within thirty(30)calendar days after expiration of the last exercise period,any attempted Transfer will be deemed to be pursuant to a new offer and this section sluff Main apply► :-_....__—_I2-1:4:Ifthe•proposedTransferfor-whichnotux-isgiven-toder-Sectioa-l3..4.4 s • - a Transfer for value,and if the proposed transferee proposes to make payment in cash, debt instrumass.or any type of property for which there is a national or regional pubic ': market cmchu mg but not limited to,stocks,,bonds,or other se mnities regularly traded on a regional or national exchange or over-the-counter), then each Partner who elects to buy pact ofthe offered Partnership Interest ander this Section 12.1 abaft do so at the acme • I t purchase price and terms,proportionately,as were contained in the transferring Partner's written notice of intent to Transfer. 12.1.5.•If the proposed Transfer is not described in Section 12.1.4,then each Partner who elects to buy all or any part of the offered Partnership Interest under this Section 12.1 shall do so at its fair market value. The fair market value of such Partnership Interest shall be the ratio Partner's Interest in the Partnership applied to 4, e� the total appraised value of the real property owned by the Partnership less any lialades of the Partnership. The appraised value ofthe real property shall be determined by an independent certified real estate appraiser selected by the General Parma at his sole discretion. Such purchase price shall be paid at the dosing for the sale of such Partnership Interest, as follows:one-quarter(1/4)of such purchase price in cash at such dosing and the balance in twenty(20)equal quarterly principal payments beginning thee months after the date of such dosing with simple interest added to each installment,computed against the outstanding principal balance at the prevailing prime interest rate charged by Central Fidelity National Bank of Charlottesville,Virginia to its preferred business borrowers,on the date of such dosing Every buyer will give the selling Partner his or her promissory note as evidence of this debt,and the buyer or buyers may prepay all or any part of the . principal balance of the note at any time without penalty or premium. The transferring Partner will retain a lien on the buyer's or buyers' portion of the transferred Partnership Interest until said portion of the selling price is paid in full. 12.1.6. The purchase of a Partnership Interest pursuant to this Section 12 will take place at a closing to be held not later than the tenth(10th)day after the earlier of(1) the date on which the Partners'purchase options all have expired;or(2)the earliest date on which the Partners in the aggregate exercise their purchase options,if any,to bay all of the offered Partnership Interest. The dosing will be held during normal business hours at the Partnership's principal business office,or at any other place to which the parties agree. • At the dosing the buyer will pay for the Partnership Interest and the Partnership will change its books to indicate the change ofPartnership Interests. Ifthe tragi Partner • - is not present at the dosing then the buyer shall deposit the purchase price by check,note, or both, as this Section 12 requires,with any state or federally chartered bank in ' Charlottesville,V>rgioia,as escrow agent,to be paid to the transferring Partner as soon as is reasonably practicable,less an appropriate fee to the Partnership(not to acceed five • . hundred dollars(5500))to pay for the additional administrative costs,and the Partnership will adjust its books to reflect that these Partnership Interests have been Transferred. 12.2. Condition Precedent to Admission oCSubstitute Partner. Notwithstanding the _ . - . -provisions-of-Section ittno-person to-whom-a-P ip•Interest is-properly be substituted as a new Partner in place of the transferring Partner until( ) agreed m a� writing delivered to the General Partner,to assume all of the obligations and node takings ofthe . • • trimsferor under this Agreement;and(2)he has paid to the General Partner a fee not to exceed " five • dh . . hundred dollars(5500.00)to cover costs of preparing, executing and recording all pertinent • s • • :...: 1 • SECTION 13 Amendments This Agreement may be amended upon approval of the Partners holding at least 51 percent of the total Partnership Interests. All Partners shall be notified in writing of any such proposed amendment no less than fifteen days prior to the adoption of such amendment. SECTION 14 Admission and Expulsion of Limited Partners 14.1. Admission of New Limited Partners. A person may be admitted as a Limited Partner by the decision of the General Partner,provided that he consent in writing in a form • satisfactory to the Partners,to be bound by this Agreement. The purchase price for such new Limited Partnership Interest shall be the amount equal to the fair market value of such new Limited Partner's Partnership Interest. The fair market value of such new Limited Partner's • Partnership Interest shall be determined by an independent appraisal performed by the Certified Public Accountant regularly employed to prepare the tax returns of the Partnership or,if such Certified Public Accountant isnot available, by another Certified Public Accountant selected by the General Partner,whose decision in this matter shall be conclusive. 14.2. Expulsion oftimitei Zartners, Any Limited Partner may be expelled from the Partnership on the decision of the General Partner. Upon the expulsion of any Partner,the Partnership shall be required to pay to such Partner an amount equal to the fair market value of such expelled Partner's Partnership Interest. The fair market value of such expelled Partner's Partnership Interest shall be determined by an independent appraisal performed by the Certified Public Accountant regularly employed to prepare the tax returns of the Partnership or,if either there be no such Certified Public Accountant or such Certified Public Accountant be unacceptable •to the expelled Partner(as indicated by such expelled Partner's written protest delivered to the General Partner within five days of such expelled Partner's knowledge of his or her eqx dsion),by • _ another Certified Public Accountant selected by the General Partner,whose decision in this matter . . f'• " • shall be conclusive. SECTION 15 . Limited Partner's Death,Insanity,or Incompetency • _._._---Ailmited-Partner's-death,-arfinclication ofinsanity or incompetence will not fissotve-the • Partnership. Rather,the executors or administ:ators.ofthe estate of the deceased Limited • Partner,or the committee or other legal representatives of the estate of the insane or incompetent Limited Partner,will have the same rights(subject to the same tions)as the deceased,insane • or incompetent Limited Pautner,•and shall be subject to the provisions of Section 12.2 subject to assrgmag the iateregt of the deceased, •insane or incompetent Limited Partner. 9 •7 fib. • =7.SEeti4 •}•'' ••a E. • • • SECTION 16 General Partner's Withdrawal,or Inability to Serve In the event of the General Partner's withdrawal or resignation from such capacity,or termination of existence(if an entity),or death,disability or medical certification of insanity or incompetence(if an or if for any reason the General Partner is unable or unwilling to continue to serve in such capacity,then the Partners holding a majority of the Partnership Interests of all Partners may elect a successor General Partner;and thereafter(a)the Partnership -- will not be dissolved but will continue under this Agreement(b)this Agreement and the Partnership Certificate will be amended to reflect the new General Partner and the Partnership Interests;and(c)the Partnership Interest of the former General Partner will be converted into a Limited Partnership Interest, and such former General Partner(or his or her trustee in bankruptcy, successors or assigns, or other personal or legal representatives)will be a Limited Partner. SECTION 17 Dissolution 17.1. Causes for Dissolution. The Partnership shall be dissolved upon any of the following events: 17.1.1. The General Partner's withdrawal or resignation from such capacity, or termination of existence(if an entity),or death,disability or medical certification of insanity or competency(if an individual),in the event that within six(6)months thereafter the Partners holding a majority of the Partnership Interests of all Partners do not elect a successor General Partner and do not elder to continue the Partnership. 17.1.2. Whenever both the General Partner and those of the Limited Partners holding a majority ofthe Partnership Interests of all Limited Partners agree in writing that it be dissolved _-• • 17.2. Upon Dissolution. Upon its dies lotion,the Partnership will terminate and ably commence to wind up its affairs. The Partners shall continue to share in pests and losses during liquidation in the same manna and proportions as they did before dissolution. The Partnership's assets may be sold,if a price deemed reasonable by the Partners holding a majority of the Partnership Interests of all Partners may be obtained. The proceeds from Lguidation of Partnership assets shall be appfied as fofowx 17.2.1. Fust,all ofthe Partnership's debts and Hebrides to persons other than --- - Partners shall be paid and discharged in the order of priority as provided by law; 17.2.2.the order ofl�' Second,all debts liabilities to Partners shall be paid and discharged in rity as provided by 10 .•,.. • . • • • 17.2.3. Third,all remaining assets shall be distributed to the partners first for the return of Capital Accounts and secondly proportionately among the Partners in the ratios of their respective Partnership Interests. 17.3 Dismbution of Assets, Upon dissolution,after payment of the Partnership's debts and liabilities, the Partners holding a majority of the total Partnership Interests may elect to divide and distribute the remaining assets of the Partnership in kind. In such case, the assets Will be appraised by a certified appraiser approved by the Partners holding a majority of the total Partnership Interests and divided and distributed proportionally among the Partners in the ratios of their respective Partnership interests. 17.4. Gain or Loss. Any gain or loss on the disposition ofPartnership properties in the process of liquidation shall be credited or charged to the Partners in proportion to their Partnership Interests;provided,however,that gain or loss with respect to property contributed to the Partnership by a Partner shall be shared among the Partners so as to take account of any variation between the basis of the property so contributed and its fair market value at the time of contribution, in accordance with any applicable Treasury regulations. Any property distributed in kind in the liquidation shall be valued and treated as though it were sold and the cash proceeds distributed. The difference between the value of property distributed in kind and its book value shall be treated as a gain or loss on the sale of property,and shall be credited or charged to the rPartners accordingly. • 17.5. Partnership Assets Sole Source. The Partners shall look solely to the Partnership's assets for the payment of any debts or liabilities owed by the Partnership to the Partners and for the return of their capital contributions and liquidation amounts. If the Partnership property remaining after the payment or discharge of all of its debts and liabilities to persons other than Partners is insufficient to return the Partners'Capital contributions,they shall have no recourse therefor against the Partnership or any other Partners,except to the=eat that such other Partners may have outstanding debts or obligations owing to the Partnership. • 17.5. Wining Up. The winding up ofPartnership affairs and the liquidation and distribution of its assets shall be conducted by the Partners,who are hereby authorized to do any ` . and all acts and things authorized by law in order to effect such liquidation and distribution of the Partnership's assets. SECTION 18 Power of Attorney . - 18.1. General., To facaltate the simple operation of the Partnership's business and to avoid frustration of the purposes ofthe Partnership by minority Partners refining to cooperate to implement this Agreement,each Limited Partner minks the General Partner as his or her :. . attorney-in-filet for the business operations of the partnership and gives the General Partner foil . power and authority,in the place of the Limited Partner,to file and record any doaunents • V• • necessary to effect the General Partner's power and authority under Section 8.2 heretofore. 18.2. Power With an Interest. The power of attorney granted under Section 18.1:(I)is a power coupled with an interest;(2)is irrevocable and survives the Partner's incompetency,(3) may be exercised by any General Partner by a facsimile signature or by listing all of the Limited Partners awaiting the instrument with a signature of the General Partner as the attorney-in-fact for all of them;and(4)survives the assignment of the Limited Partner's interest, and empowers the General Partner to act to the same extent for such successor Limited Partner. SECTION 19 Miscellaneous 19.1. Notices. Notice or payment required or permitted under this Agreement shall be given and served either by personal delivery to the party to whom it is directed,or by registered or certified mail, postage and charges prepaid,and if it is sent to a Partner, addressed with his address as it appears on the records of the Partnership. Any notice is deemed given on the date • on which it is personally delivered,or,if mailed,on the date it is deposited in a regularly maintained receptacle for the deposit of United States mail,addressed and sent as required in this Section 19.1. Any Partner may change his or her address for all purposes of this Agreement by eeN giving notice in writing,stating his or her new address to the General Partner. Such a change of address will be effective fifteen(15)days after the notice is received by the General Partner. 19.2. Non-Waiver. Any party's failure to seek redress for violation of or to insist upon the strict performance of any provision of this Agreement will not prevent a subsequent act,which would have originally constituted a violation,from having the effect of an original violation. 19.3. Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereofis invalid for any reason whatsoever,its invalidity will not affect the validity of the remainder of the Agreement 19.4. Good Faith. The doing of any act or the&lure to do any act by a Partner or the • • • • Partnership,the effect of which causes any loss or damage to the Partnership,will not subject • • such Partner or the Partnership to any liability,if dote pursuant to advice of the Partnership's legal counsel or in good faith to promote the Partnership's best interests. 19.5. Governing Law. This Agreement is to be construed according to the laws of vrenia. 19.6. Cumulative Rights. The rights and remedies provided in this Agreement are emulative and the use of any right or remedy does not Emit a party's right to use any or all other ' remedies. All rights and remedies in this Agreement are in addition to any other legal rights the . may have. U Sits? N•401 • 19.7. illigcAziyitigg, Every Partner may also engage in whatever activities he chooses without having or inausing any obligation to offer any interest in such activities to any party 3 hereof 19.8. Confit entiakb►. No Partner may,without the General Partner's express written consent divulge to others any information not already known to the public pertinent to the services, clients, customers or operations of the Partnership,whether before or after the Partnership's dissolution. __ 19.9. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as Wall parties hereto had all signed the same document. All counterparts shall be construed together and shall constitute one(1)agreement. 19.10. Waiver of partition, Each ofthe parties waives during the term of the Partnership any right that he may have to maintain any action for partition with respect to the Partnership's • property or assets. • 19.11. Binding Terms. The terms of this Agreement are binding upon and imwe to the benefit of the parties and, to the extent permitted by this Agreement,their heirs, administrators legal representatives,successors and assigns. 19.12. Personal Property. The interests of each Partner in the Partnership are personal hPertY 19.13. "Days'Defined. For purposes ofthis Agreement, any reference to a'day'or days"means a calendar day,including any days which fag on legal holidays or week ends. 19.14. Gender and Number. Unless the context requires otherwise.the use ofa masculine pronoun includes the feminine and the neuter,and vice vasa,and the use ofthe singular indudes the plural,and vice versa. • IN WITNESS WHEREOF,the undersigned have executed this Agreement ofPartnership, under seal, on the date written above. _ (shy.) • .__ E: —as the Robert E.Merrill and Jennie ie 8 Meruli Trust . 19SLMI;.z<'(o ( .) Jennies •Mati11,as Co-Tnastee ofthe • Robert E.Maul and Jennie H Meal Trust • • 13 • •f ':..