Assumption by General Partner. Notwithstanding anything contained herein to the contrary, the General Partner may, in its sole and absolute discretion, assume directly the obligation with respect to and satisfy an Exercising Partner's exercise of a Redemption Right by paying to the Exercising Partner, at the General Partner's election, shares of Common Stock and/or cash, as determined in accordance with the provisions of Section 10.3(e) below, whereupon the General Partner shall acquire the Offered Units and shall be treated for all purposes of this Agreement as the owner of such Offered Units. In the event the General Partner shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, the Partnership shall have no obligation to pay any amount to the Exercising Partner with respect to such Exercising Partner's exercise of the Redemption Right, and each of the Exercising Partner, the Partnership and the General Partner shall treat the transaction between the General Partner and the Exercising Partner as a sale of the Offered Units to the General Partner for federal income tax purposes. Moreover, in the event the General Partner shall exercise its right to satisfy the Redemption Right, any such interests acquired by the General Partner shall be automatically converted into General Partner Interests.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Philips International Realty Corp), Limited Partnership Agreement (Philips International Realty Corp), Limited Partnership Agreement (Philips International Realty Corp)
Assumption by General Partner. Notwithstanding anything contained herein to the contrary, the General Partner may, in its sole and absolute discretion, assume directly the obligation with respect to and satisfy an Exercising Partner's exercise of a Redemption Right by paying to the Exercising Partner, at the General Partner's election, shares of Common Stock and/or cash, as determined in accordance with the provisions of Section 10.3(e) below, whereupon the General Partner shall acquire the Offered Units and shall be treated for all purposes of this Agreement as the owner of such Offered Units. In the event the General Partner shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, the Partnership shall have no obligation to pay any amount to the Exercising Partner with respect to such Exercising Partner's exercise of the Redemption Right, and each of the Exercising Partner, the Partnership and the General Partner shall treat the transaction between the General Partner and the Exercising Partner as a sale of the Offered Units to the General Partner for federal income tax purposes. Moreover, in the event the General Partner shall exercise its right to satisfy the Redemption Right, any such interests acquired by the General Partner shall be automatically converted into General Partner Interests.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Mack Cali Realty Corp), Agreement of Limited Partnership (Cali Realty Corp /New/)
Assumption by General Partner. Notwithstanding anything ----------------------------- contained herein to the contrary, the General Partner may, in its sole and absolute discretion, assume directly the obligation with respect to and satisfy an Exercising Partner's exercise of a Redemption Right by paying to the Exercising Partner, at the General Partner's election, shares of Common Stock and/or cash, as determined in accordance with the provisions of Section 10.3(e) below, whereupon the General Partner shall acquire the Offered Units and shall be treated for all purposes of this Agreement as the owner of such Offered Units. In the event the General Partner shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, the Partnership shall have no obligation to pay any amount to the Exercising Partner with respect to such Exercising Partner's exercise of the Redemption Right, and each of the Exercising Partner, the Partnership and the General Partner shall treat the transaction between the General Partner and the Exercising Partner as a sale of the Offered Units to the General Partner for federal income tax purposes. Moreover, in the event the General Partner shall exercise its right to satisfy the Redemption Right, any such interests acquired by the General Partner shall be automatically converted into General Partner Interests.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Reckson Associates Realty Corp)