Common use of Acquisition of an Interest Conveyed to Another Without Authority Clause in Contracts

Acquisition of an Interest Conveyed to Another Without Authority. If an unauthorized Transfer occurs because: (1) any Person acquires a Partnership Interest, or becomes a Transferee, as the result of an order of a court which the Partnership is required by law to recognize; (2) a Partner's interest in the Partnership is subjected to a lawful "charging order"; (3) a Partner's ex-spouse is awarded all or a portion of a Partner's partnership interest in a divorce proceeding; (4) a Partner dies; (5) a Partner's spouse dies; (6) a Partner makes an unauthorized Transfer of an interest in the Partnership; or (7) of the dissolution or bankruptcy of a Partner, the Partnership will have the unilateral option to acquire the interest of the Transferee, or any fraction or part thereof, upon the following terms and conditions: (a) The Partnership will have the option to acquire the interest by giving written notice to the Transferee of its intent to purchase within ninety (90) days from the date it is finally determined that the Partnership is required to recognize the Transfer. If the Partnership fails to exercise its option within such 90-day period, the remaining Partners shall have the option to acquire pro rata shares of such interest by giving written notice to the Transferee of their intent to purchase within ninety (90) days following the expiration of the expired 90-day option period held by the Partnership. (b) The valuation date for the determination of the purchase price of the interest will be the first day of the month following the month in which the notice is delivered. (c) Unless the Partnership and the Transferee agree otherwise, the purchase price for the interest, or any fraction to be acquired by the Partnership, shall be its fair market value as determined by a written valuation report prepared by a Person qualified to perform business valuations of partnerships and ownership interests in partnerships describing the value of the ownership interest in the Partnership. Payment for the cost of such valuation report shall be made by such Transferee. Closing of the sale will occur at the principal office of the Partnership at 10:00 a.m. on the first Tuesday of the month following the month in which the Appraisal is rendered. The purchase price paid by the Partnership shall be reduced by any costs or fees incurred by the Partnership in acquiring the interest of such Transferee. (d) In order to reduce the burden upon the resources of the Partnership, the Partnership will have the option, to be exercised in writing delivered at closing, to pay its purchase money obligation in fifteen (15) equal annual installments (or for a period of time equal to the remaining term of the Partnership if such period is less than fifteen (15) years) with interest at the Default Rate of Interest. The first installment of principal, with interest, will be due and payable on the first day of the calendar year following closing, and subsequent annual installments, with accrued interest, will be due and payable on the first day of each succeeding calendar year until the entire amount of the obligation is paid. The Partnership will have the right to prepay all or any part of the purchase money obligation at any time without penalty. (e) Neither the Transferee of an unauthorized Transfer nor the Partner causing the unauthorized Transfer shall have the right to vote on Partnership matters during the prescribed option period or, if the option to purchase is timely exercised, until the sale is closed.

Acquisition of an Interest Conveyed to Another Without Authority. If an unauthorized Transfer occurs because: (1) any Person person acquires a Partnership Interest, interest or becomes a Transfereean assignee in violation of the terms of this Agreement, as the a result of an order of a court which the Partnership is required by law to recognize; (2) a Partner's interest in the Partnership is subjected to a lawful "charging order"; (3) a Partner's ex-spouse is awarded all , or a portion of a Partner's partnership interest in a divorce proceeding; (4) a Partner dies; (5) a Partner's spouse dies; (6) if a Partner makes an unauthorized Transfer transfer or assignment of an a Partnership interest in the Partnership; or (7) violation of the dissolution or bankruptcy terms of this Agreement, which the Partnership is required to recognize, including a transfer of a Partner's interest at death, the Partnership will shall have the unilateral option to acquire the interest of the Transfereetransferee or assignee, or any fraction or part thereof, upon the following terms and conditions: (a) The Partnership will shall have the option to acquire the interest by giving written notice to the Transferee transferee or assignee of its intent to purchase within ninety (90) days from the date it is finally determined that the Partnership is required to recognize the Transfertransfer or assignment. If The transferee or assignee shall sell such interest to the Partnership fails to exercise its if the option within such 90-day periodis exercised upon the terms and conditions set forth herein. In the case of an impermissible transfer at death, the remaining Partners transferee or assignee shall have be deemed to be the option to acquire pro rata shares of such interest by giving written notice to the Transferee of their intent to purchase within ninety (90) days following the expiration of the expired 90-day option period held by the Partnershipdecedent's personal representative. (b) The valuation date for the determination of the purchase price of the interest will be the first day of the month following the month in which the notice is delivered. (c) Unless the Partnership and the Transferee transferee or assignee agree otherwise, the purchase price for the interestPartnership Interest, or any fraction to be acquired by the Partnership, shall be its fair market value Fair Market Value, determined as determined by a written valuation report prepared by a Person qualified to perform business valuations of partnerships and ownership interests in partnerships describing the value of the ownership interest last day of the month immediately preceding the month in the Partnership. Payment for the cost of such valuation report shall be made by such Transferee. which notice is delivered. (c) Closing of the sale will shall occur at the principal office of the Partnership at 10:00 10 o'clock a.m. on the first Tuesday of the month following the month in which the Appraisal Fair Market Value is rendered. The purchase price paid by the Partnership shall be reduced by any costs or fees incurred by the Partnership in acquiring the interest of such Transfereedetermined. (d) In order to reduce the burden upon the resources of the Partnership, the Partnership will shall have the option, to be exercised in writing delivered at closing, to pay its purchase money obligation in fifteen sixty (1560) equal annual monthly installments (or for a period of time equal to the remaining term of the Partnership if such period is less than fifteen five (155) years) with interest payable at the Default Rate of Interestapplicable federal rate for mid-term obligations published by the United States Treasury Department. The first installment of principal, with interest, will shall be due and payable on the first day of the calendar year month following closing, and subsequent annual monthly installments, with accrued interest, will shall be due and payable on the first day of each succeeding calendar year month until the entire amount of the obligation obligations is paid. The Partnership will shall have the right to prepay all or any part of the purchase money obligation at any time without penalty. (e) Neither the Transferee of an unauthorized Transfer nor the Partner causing the unauthorized Transfer shall have the right to vote on Partnership matters during the prescribed option period or, if the option to purchase is timely exercised, until the sale is closed.

Acquisition of an Interest Conveyed to Another Without Authority. If an unauthorized Transfer occurs because: (1) any Person acquires a the Partnership Interest, or becomes a Transfereean Assignee, as the result of an order of a court which the Partnership is required by law to recognize; (2) , or if a Partner's interest in the Partnership is subjected to a lawful "charging order"; (3) a Partner's ex-spouse is awarded all , or a portion of a Partner's partnership interest in a divorce proceeding; (4) a Partner dies; (5) a Partner's spouse dies; (6) if a Partner makes an unauthorized Transfer of an interest in the Partnership; transfer or (7) of the dissolution or bankruptcy assignment of a PartnerPartnership Interest, which the Partnership is required by law (and by order of a court) to recognize, the Partnership will have the unilateral option to acquire the interest of the Transfereetransferee or Assignee, or any fraction or part thereof, upon the following terms and conditions: (a) a. The Partnership will have the option to acquire the interest by giving written notice to the Transferee transferee or Assignee of its intent to purchase within ninety (90) days from the date it is finally determined that the Partnership is required to recognize the Transfer. If the Partnership fails to exercise its option within such 90-day period, the remaining Partners shall have the option to acquire pro rata shares of such interest by giving written notice to the Transferee of their intent to purchase within ninety (90) days following the expiration of the expired 90-day option period held by the Partnershiptransfer or assignment. (b) b. The valuation date for the determination of the purchase price of the interest will be the first day of the month following the month in which the notice is delivered. (c) c. Unless the Partnership and the Transferee transferee or Assignee agree otherwise, the purchase price for the interest, or any fraction to be acquired by the Partnership, shall be its fair market value as determined by a written valuation report prepared by a Person qualified to perform business valuations of partnerships and ownership interests in partnerships describing the value of the ownership interest in the Partnership. Payment for the cost of such valuation report shall be made by such Transferee. an Appraisal. d. Closing of the sale will occur at the principal office of the Partnership at 10:00 10 o'clock a.m. on the first Tuesday of the month following the month in which the Appraisal is rendered. The purchase price paid by the Partnership shall be reduced by any costs or fees incurred by the Partnership in acquiring the interest of such Transferee. (d) e. In order to reduce the burden upon the resources of the Partnership, the Partnership will have the option, to be exercised in writing delivered at closing, to pay its purchase money obligation in fifteen (15) equal annual installments ([or for a period of time equal to the remaining term of the Partnership if such period is less than fifteen (15) years) ] with interest at the Default Rate of InterestInterest Rate. The first installment of principal, with interest, will be due and payable on the first day of the calendar year following closing, and subsequent annual installments, with accrued interest, will be due and payable on the first day of each succeeding calendar year until the entire amount of the obligation is paid. The Partnership will have the right to prepay all or any part of the purchase money obligation at any time without penalty. (e) f. By Required Consent, other than the Partner whose interest is to be acquired, the General Partner may assign the Partnership's option to purchase to one or more of the remaining Partners and when done, any rights or obligations imposed upon the Partnership will instead become, by substitution, the rights and obligations of the Partners who are assignees. g. Neither the Transferee transferee nor Assignee of an unauthorized Transfer nor transfer or assignment or the Partner causing the unauthorized Transfer shall transfer or assignment will have the right to vote on Partnership matters during the prescribed option period or, if the option to purchase is timely exercised, until the sale is closed.

Acquisition of an Interest Conveyed to Another Without Authority. If an unauthorized Transfer occurs because: (1) any Person acquires person should acquire the Partnership Interest of a Partnership InterestPartner, or becomes a Transfereebecome an assignee thereof, as the result of an order of a court of competent jurisdiction which the Partnership is required by law to recognize; (2) , or if a Partner's ’s interest in the Partnership is subjected to a lawful "“charging order"; (3) ” by a Partner's ex-spouse is awarded all court of competent jurisdiction, or a portion of a Partner's partnership interest in a divorce proceeding; (4) a Partner dies; (5) a Partner's spouse dies; (6) if a Partner makes an unauthorized Transfer of an interest in the Partnership; transfer or (7) of the dissolution or bankruptcy assignment of a PartnerPartnership Interest, which the Partnership is required by law (and by order of a court of competent jurisdiction) to recognize, the Partnership will have the unilateral option to acquire the interest of the Transfereetransferee or assignee, or any fraction or part thereof, upon the following terms and conditions: (ai) The Partnership will have the option to acquire the interest by giving written notice to the Transferee transferee or assignee of its intent to purchase within ninety (90) days from the date it is finally determined that the Partnership is required to recognize the Transfer. If the Partnership fails to exercise its option within such 90-day period, the remaining Partners shall have the option to acquire pro rata shares of such interest by giving written provided notice to the Transferee of their intent to purchase within ninety (90) days following the expiration of the expired 90-day option period held by the Partnershiptransfer or assignment. (bii) The valuation date for the determination of the purchase price of the such interest will be the first day of the month following the month in which the notice is delivered. (ciii) Unless the Partnership and the Transferee transferee or assignee agree otherwise, the purchase price for the such interest, or any fraction or part thereof to be acquired by the Partnership, shall be an amount of cash equal to its fair market value as determined by the written appraisal of a written valuation report prepared person or firm qualified to value partnerships. The appraiser shall be selected by the General Partner but must be a Person member of the American Society of Appraisers, or its successor, and qualified to perform business valuations appraisals of partnerships and ownership interests in partnerships describing the value of the ownership interest in the Partnership. Payment for the cost of such valuation report shall be made by such Transferee. therein. (iv) Closing of the sale will occur at the principal office of the Partnership at 10:00 10 o’clock a.m. on the first Tuesday of the month following the month in which the Appraisal valuation report is rendered. The purchase price paid by the Partnership shall be reduced by any costs or fees incurred by the Partnership in acquiring the interest of such Transferee. (dv) In order to reduce the burden upon the resources of the Partnership, the Partnership will have the option, to be exercised in writing delivered at closing, to pay its purchase money obligation in fifteen (15) equal annual installments (or for a period of time equal to the remaining term of the Partnership if such period is less than fifteen (15) years) with interest thereon at the Default Applicable Federal Rate of Interest(as defined in the Code) in effect from time to time funding the period over which interest is accrued. The first installment of principal, with interestinterest due thereon, will be due and payable on the first business day of the calendar year following closing, and subsequent annual installments, with accrued interestinterest due thereon, will be due and payable payable, in order, on the first business day of each succeeding calendar year which follows until the entire amount of the obligation obligation, principal and interest, is fully paid. The Partnership will have the right to prepay all or any part of the purchase money obligation at any time without premium or penalty. (evi) With the unanimous consent of the Partners other than the Partner whose interest is to be acquired, the General Partner may assign the Partnership’s purchase option to one or more of the remaining Partners, in which event any rights or obligations imposed upon the partnership will instead become, by substitution, the rights and obligations of the Partner or Partners who are assignees. (vii) Neither the Transferee transferee nor assignee of an unauthorized Transfer nor transfer or assignment (or the Partner causing the unauthorized Transfer shall transfer or assignment) will have the right to vote on Partnership matters during the prescribed option period or, if the option to purchase is timely exercised, until the sale is actually closed.

Acquisition of an Interest Conveyed to Another Without Authority. If an unauthorized Transfer occurs because: (1) any Person acquires person should acquire the Partnership Interest of a Partnership InterestPartner, or becomes a Transfereebecome an assignee thereof, as the result of an order of a court of competent jurisdiction which the Partnership is required by law to recognize; (2) , or if a Partner's interest in the Partnership is subjected to a lawful "charging order"; (3) " by a Partner's ex-spouse is awarded all court of competent jurisdiction, or a portion of a Partner's partnership interest in a divorce proceeding; (4) a Partner dies; (5) a Partner's spouse dies; (6) if a Partner makes an unauthorized Transfer of an interest in the Partnership; transfer or (7) of the dissolution or bankruptcy assignment of a PartnerPartnership Interest, which the Partnership is required by law (and by order of a court of competent jurisdiction) to recognize, the Partnership will have the unilateral option to acquire the interest of the Transfereetransferee or assignee, or any fraction or part thereof, upon the following terms and conditions: (ai) The Partnership will have the option to acquire the interest by giving written notice to the Transferee transferee or assignee of its intent to purchase within ninety (90) days from the date it is finally determined that the Partnership is required to recognize the Transfer. If the Partnership fails to exercise its option within such 90-day period, the remaining Partners shall have the option to acquire pro rata shares of such interest by giving written provided notice to the Transferee of their intent to purchase within ninety (90) days following the expiration of the expired 90-day option period held by the Partnershiptransfer or assignment. (bii) The valuation date for the determination of the purchase price of the such interest will be the first day of the month following the month in which the notice is delivered. (ciii) Unless the Partnership and the Transferee transferee or assignee agree otherwise, the purchase price for the such interest, or any fraction or part thereof to be acquired by the Partnership, shall be an amount of cash equal to its fair market value as determined by the written appraisal of a written valuation report prepared person or firm qualified to value partnerships. The appraiser shall be selected by the General Partner but must be a Person member of the American Society of Appraisers, or its successor, and qualified to perform business valuations appraisals of partnerships and ownership interests in partnerships describing the value of the ownership interest in the Partnership. Payment for the cost of such valuation report shall be made by such Transferee. therein. (iv) Closing of the sale will occur at the principal office of the Partnership at 10:00 a.m. 10 o'clock a.m., on the first Tuesday of the month following the month in which the Appraisal valuation report is rendered. The purchase price paid by the Partnership shall be reduced by any costs or fees incurred by the Partnership in acquiring the interest of such Transferee. (dv) In order to reduce the burden upon the resources of the Partnership, the Partnership will have the option, to be exercised in writing delivered at closing, to pay its purchase money obligation in fifteen (15) equal annual installments (or for a period of time equal to the remaining term of the Partnership if such period is less than fifteen (15) years) with interest thereon at the Default Applicable Federal Rate of Interest(as defined in the Code) in effect from time to time funding the period over which interest is accrued. The first installment of principal, with interestinterest due thereon, will be due and payable on the first business day of the calendar year following closing, and subsequent annual installments, with accrued interestinterest due thereon, will be due and payable payable, in order, on the first business day of each succeeding calendar year which follows until the entire amount of the obligation obligation, principal and interest, is fully paid. The Partnership will have the right to prepay all or any part of the purchase money obligation at any time without premium or penalty. (evi) With the unanimous consent of the Partners other than the Partners other than the Partner whose interest is to be acquired, the General Partner may assign the Partnership's purchase option to one or more of the remaining Partners, in which event any rights or obligations impose upon the partnership will instead become, by substitution, the rights and obligations of the Partner or Partners who are assignees. (vii) Neither the Transferee transferee -nor assignee of an unauthorized Transfer nor transfer or assignment (or the Partner causing the unauthorized Transfer shall transfer or assignment) will have the right to vote on Partnership matters during the prescribed option period or, if the option to purchase is timely exercised, until the sale is actually closed.