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of the receipt of proceeds from any pc <br />decedent owned by the surviving par <br />policy insuring the decedent for the <br />is in effect, or if such life insuran <br />purchase price in full, the balance <br />paid by purchasers' promissory note <br />installments with interest at the ra <br />Such promissory note shall be secur <br />stock conveyed. <br />B. The price to be paid <br />value of the stock as established a: <br />written statement signed by all of t1 <br />each annual meeting. If no such det <br />made in any year, the last previous de <br />used. In the event that no such dete <br />price shall be the proportionate shay <br />corporation, defined as the value of 1 <br />as reflected on the corporate be <br />liabilities of the corporation. <br />7. Life Insurance. In order <br />available to purchase the stock of <br />partners agree to purchase and mainta <br />each other. Each shareholder shall be <br />owner of all policies purchased by h <br />shareholders. Each shareholder shalt <br />the policies, and shall pay all premii <br />policies in force. Until terminal <br />shareholder shall surrender a policy : <br />policy, receive cash dividends, ple <br />security for any loan or indebtedne <br />impair any of the rights or values of <br />consent of the insured shareholder. <br />8. Disputes. The parties acknow <br />corporation is dependent upon t <br />communications and a good relationshi <br />covenant and agree to openly communica <br />concerns or differences involving thi <br />the affairs of the corporation. In tr <br />unable to resolve such concern or di; <br />they shall seek mediation of their cor <br />to preserve their relationship and sei <br />corporation. In the event that m <br />resolving the concern or dispute, the <br />arbitration. If the parties are uni <br />arbitrator, each party shall select o <br />and award of the arbitrators shal <br />enforceable by a court of law havint <br />mediation and arbitration shall be a <br />F:1GHO%ECKHARDTIIHARCHOL.AGT 3 <br />.icy insuring the life of the <br />ies. If no life insurance <br />)enefit of the other parties <br />e is insufficient to pay the <br />f the purchase price may be <br />ayable in five equal annual <br />e of ten percent per annum. <br />3 by a first lien upon the <br />or such stock shall be the <br />nually by the parties in a <br />em within thirty days after <br />rmination of value has been <br />ermination of value shall be <br />-urination has been made, the <br />of the "book value" of the <br />ae assets of the corporation <br />Mks of account, less the <br />to assure that funds are <br />i deceased shareholder, the <br />.n insurance on the lives of <br />the beneficiary and absolute <br />.m on the life of the other <br />retain physical custody of <br />ns necessary to maintain the <br />Lon of this Agreement, no <br />or cash value, borrow upon a <br />ige or assign a policy as <br />;s, or otherwise modify or <br />3 policy without the written <br />.edge that the success of the <br />ieir maintaining thorough <br />). Accordingly, the parties <br />to with each other regarding <br />s Agreement or any aspect of <br />e event that the parties are <br />;agreement among themselves, <br />cern or dispute in an effort <br />ve the best interests of the <br />:diation is ineffective in <br />matter shall be submitted to <br />ble to agree upon a single <br />ie arbitrator. The decision <br />be final, and shall be <br />Jurisdiction. Such prior <br />:ondition precedent to the <br />