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distributable to the dissociating partner under section 1087, | | subsection 2 if, on the date of dissociation, the assets of the | | partnership were sold at a price equal to the greater of the | | liquidation value or the value based on a sale of the entire | | business as a going concern without the dissociated partner and the | | partnership were wound up as of that date.__Interest must be paid | | from the date of dissociation to the date of payment. |
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| | | 3.__Damages for wrongful dissociation; interest.__Damages for | | wrongful dissociation under section 1062, subsection 2, and all | | other amounts owing, whether or not presently due, from the | | dissociated partner to the partnership, must be offset against | | the buyout price.__Interest must be paid from the date the amount | | owed becomes due to the date of payment. |
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| | | 4.__Indemnification.__A partnership shall indemnify a | | dissociated partner whose interest is being purchased against all | | partnership liabilities, whether incurred before or after the | | dissociation, except liabilities incurred by an act of the | | dissociated partner under section 1072. |
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| | | 5.__Payment after 120 days.__If no agreement for the purchase | | of a dissociated partner's interest is reached within 120 days | | after a written demand for payment, the partnership shall pay, or | | cause to be paid, in cash to the dissociated partner the amount | | the partnership estimates to be the buyout price and accrued | | interest, reduced by any offsets and accrued interest under | | subsection 3. |
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| | | 6.__Deferred payment.__If a deferred payment is authorized | | under subsection 8, the partnership may tender a written offer to | | pay the amount it estimates to be the buyout price and accrued | | interest, reduced by any offsets under subsection 3, stating the | | time of payment, the amount and type of security for payment and | | the other terms and conditions of the obligation. |
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| | | 7.__Disclosures with payment or tender.__The payment or tender | | required by subsection 5 or 6 must be accompanied by the | | following: |
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| | | A.__A statement of partnership assets and liabilities as of | | the date of dissociation; |
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| | | B.__The latest available partnership balance sheet and | | income statement, if any; |
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| | | C.__An explanation of how the estimated amount of the | | payment was calculated; and |
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