Bankrupt Limited Partner Clause Samples

Bankrupt Limited Partner. (a) If any Limited Partner at any time shall become Bankrupt (such Partner being herein referred to as the “Bankrupt Partner”), the General Partner shall have the right and option, exercisable by written notice (the “Purchase Notice”) delivered to the Bankrupt Partner at any time during the continuance of the Bankruptcy proceedings, or so long as the Bankruptcy event shall be continuing, or by notice to the successors or legal representatives of the Bankrupt Partner, to purchase all, but not less than all, of the Partnership Interest of the Bankrupt Partner at a price equal to the amount which the Bankrupt Partner would have been entitled to receive if the Partnership had sold substantially all of its assets for their fair market value, subject to existing liens and encumbrances, as of the date of delivery of the aforesaid notice, such fair market value to be determined in accordance with the provisions of this Section 9.8. The amount which the Bankrupt Partner would have been entitled to receive upon such sale shall be the amount of Net Cash Flow and liquidation proceeds which would have been distributed to the Bankrupt Partner from the Partnership following a sale and after payment of all liabilities and obligations of the Partnership. Upon delivery of the Purchase Notice, the same shall constitute an irrevocable and unconditional contract of purchase and sale between the General Partner and the Bankrupt Partner. The closing of the purchase and sale of the Partnership Interest of the Bankrupt Partner shall take place on the closing date specified in the Purchase Notice, which date shall not be more than ninety (90) days, nor less than thirty (30) days, after the delivery of the Purchase Notice. (b) At the election of the General Partner electing to purchase the Partnership Interest of the Bankrupt Partner, the purchase price may be paid either all in cash at the closing or such lesser amount of cash (but in no event less than twenty percent (20%) in cash) on the closing date with the balance to be represented by a promissory note executed by the purchasing Partner in favor of the Bankrupt Partner, bearing interest at equal to the greater of (i) eight percent (8%) per annum, or (ii) the Applicable Federal Rate as set forth in Section 1274 of the Code, and providing for payment in equal annual installments of principal and interest in such amount as will fully amortize the principal amount of such note over a period of five (5) years. (c) The fair market v...