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

Acquisition of an Interest Conveyed Without Authority. If any Person becomes a purported assignee of a Partnership Interest, except as permitted in this Agreement, the Partnership will have the unilateral option to acquire all or any part of the interest of the transferee or assignee upon the following terms and conditions: 7.7.1 The Partnership will have the option to acquire the interest by giving written notice to the transferee or assignee of its intent to purchase within thirty (30) days from the date of the purported transfer. 7.7.2 The valuation date for the determination of the purchase price of the interest will be the first day of the month in which the purported transfer occurs. Unless the Partnership and the transferee or assignee agree otherwise, the purchase price for the interest to be acquired shall be its fair market value as determined by an Appraisal. 7.7.3 Closing of the sale will occur at the principal office of the Partnership on the first Tuesday of the month following the month in which the Appraisal is rendered. The sale shall be effective as of the first day of the month in which the purported transfer occurred. 7.7.4 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 the remaining term of the Partnership of less than fifteen (15) years), plus interest at the base commercial interest rate as announced or published by NationsBank of Texas, Ft. Worth, TX, or its successor, plus one percent per annum, adjusted annually on the date of each payment. The first installment of principal, plus 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 in 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. 7.7.5 With the consent of a majority-in-interest of the Partners other than the Partner whose interest is to be acquired, the Managing 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. 7.7.6 Neither the transferee or assignee of an unauthorized transfer or assignment or the Partner causing the transfer or assignment will have the right to vote on Partnership matters during the prescribed option period or, if the option is timely exercised, until the sale is closed.

Acquisition of an Interest Conveyed Without Authority. If any Person becomes a purported assignee of a Partnership Interest, except as permitted in this Agreement, the Partnership will have the unilateral option to acquire all or any part of the interest of the transferee or assignee upon the following terms and conditions: 7.7.1 The Partnership will have the option to acquire the interest by giving written notice to the transferee or assignee of its intent to purchase within thirty (30) days from the date of the purported transfer. 7.7.2 The valuation date for the determination of the purchase price of the interest will be the first day of the month in which the purported transfer occurs. Unless the Partnership and the transferee or assignee agree otherwise, the purchase price for the interest to be acquired shall be its fair market value as determined by an Appraisal. 7.7.3 Closing of the sale will occur at the principal office of the Partnership on the first Tuesday of the month following the month in which the Appraisal is rendered. The sale shall be effective as of the first day of the month in which the purported transfer occurred. 7.7.4 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 the remaining term of the Partnership of if less than fifteen (15) years), plus interest at the base commercial interest rate as announced or published by NationsBank of Texas, Ft. WorthDallas, TXTexas, or its successor, plus one percent per annum, adjusted annually on the date of each payment. The first installment of principal, plus 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 in 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. 7.7.5 With the consent of a majority-in-interest of the Partners other than the Partner whose interest is to be acquired, the Managing 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. 7.7.6 Neither the transferee or assignee of an unauthorized transfer or assignment or the Partner causing the transfer or assignment will have the right to vote on Partnership matters during the prescribed option period or, if the option is timely exercised, until the sale is closed.