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YOUR CLIENT, HELGI, HAS JUST JOINED A NEW GENERAL PARTNERSHIP, WHICH OPERATES A GROCERY STORE. THERE ARE FOUR PARTNERS IN THE PARTNERSHIP. THE OTHER

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YOUR CLIENT, HELGI, HAS JUST JOINED A NEW GENERAL PARTNERSHIP, WHICH OPERATES A GROCERY STORE. THERE ARE FOUR PARTNERS IN THE PARTNERSHIP. THE OTHER PARTNERS ARE BJRK, LAFUR AND HRAFNHILDUR. THE PARTNERS ARE ALL FRIENDS, BUT THEY AGREE TO HAVE A BINDING WRITTEN PARTNERSHIP AGREEMENT. YOUR CLIENT HAS ASKED YOU TO REVIEW THE WRITTEN AGREEMENT BEFORE SIGNING IT. YOU BELIEVE THAT THERE ARE EIGHT SPECIFIC ITEMS THAT NEED TO BE IN THE AGREEMENT. SPECIFICALLY WHY WOULD EACH OF THE FOLLOWING ITEMS BE NEEDED IN THE AGREEMENT? 1) AMOUNT AND NATURE OF EACH PARTNER'S ASSET CONTRIBUTION TO THE PARTNERSHIP. 2) SPECIFICS REGARDING EACH PARTNER'S DUTIES, RESPONSIBILITIES, LIMITATIONS AND ABILITY TO BIND THE PARTNERSHIP TO LIABILITIES. 3) THE SPECIFIC METHOD USED TO ALLOCATE PROFITS AND LOSSES AMONG THE PARTNERS. 4) A SPECIFIC PROVISION FOR ALLOWABLE PERIODIC CASH DISTRIBUTIONS TO THE PARTNERS. 5) A SPECIFIC PROVISION FOR THE SALE OF A PARTNER'S MEMBERSHIP INTEREST IN THE PARTNERSHIP TO ANOTHER PERSON (NOT CURRENTLY A PARTNER). 6) A PROVISION FOR THE ADMISSION OF A NEW PARTNER TO THE PARTNERSHIP. 7) A PROVISION THAT SPECIFICALLY DEALS WITH THE DISPOSITION OF THE PARTNERSHIP INTEREST OF A DESEASED PARTNER. 8) A PROVISION FOR THE COMPLETE TERMINATION OF THE PARTNERSHIP, THE DISPOSITION OF ITS ASSETS, PAYMENT OF ITS LIABIITIES AND HOW ANY REMAINING CASH WILL BE DISTRIBUTED TO THE PARTNERS.

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