Common use of Bankrupt Partners Clause in Contracts

Bankrupt Partners. If any Partner shall become a Bankrupt Partner, the Partnership shall have the option, exercisable by notice from the Managing General Partner (including any newly designated Managing General Partner) to the Bankrupt Partner (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Partner, to buy, and upon the exercise of such option the Bankrupt Partner or its representative shall sell, its Partnership Interest for an amount equal to the fair market value thereof determined by agreement by the Bankrupt Partner (or its representative) and the Managing General Partner; provided, however, that if such Persons shall not agree on such fair market value on or before the 30th day following the exercise of such option, either such Person, by notice to the other, may require such determination to be made by an independent appraiser specified in such notice, but if on or before the tenth day following receipt the Person receiving such notice shall object to such independent appraiser, and such Persons otherwise fail to agree on an independent appraiser, either such Person may petition the United States District Judge for the Northern District of Texas (Dallas Division) then senior in service to designate such independent appraiser. The determination of such independent appraiser shall be final and binding on all parties. The costs of appraisal shall be borne equally by the Bankrupt Partner and the Partnership. Such fair market value shall be paid in four equal cash installments, the first due on closing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries thereof. The payment to be made to the Bankrupt Partner or its representative pursuant to this Section 10.04 is, and shall be conclusively deemed to be, in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Partner and its representative (and of any and all Persons claiming by, through, or under the Bankrupt Partner and its representative) in and in respect of the Partnership, including without limitation, any Partnership Interest, any rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners and shall constitute a compromise to which all Partners have agreed pursuant to section 5.02(d) of the Act. If at the time any Partner shall become a Bankrupt Partner there shall be only one other Partner, such other Partner shall have all the rights of the Partnership and the Managing General Partner pursuant to this Section 10.04. If the Bankrupt Partner shall be the existing Managing General Partner, the Partnership Interest subject to this Section 10.04 shall be the Partnership Interest into which such Managing General Partner's Partnership Interest shall be converted pursuant to Section 10.03, along with any other Partnership Interest it may have.

Bankrupt Partners. If This Section 10.02 shall apply if any Partner shall become in a particular Series (including any Feeder Fund Investor) becomes a Bankrupt Partner. In such event, the Partnership General Partner and Class A Limited Partners of such Series that are not Bankrupt Partners (the “Purchasing Partners"), acting unanimously and jointly as a group shall have the optionoption (but not the obligation), exercisable by notice from the Managing General Partner (including any newly designated Managing General Partner) to the Bankrupt Partner (or its representative) at any time prior to the 180th 90th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing it such Partner to become a Bankrupt Partner, to buy or cause their designee to buy, and upon on the exercise of such this option the Bankrupt Partner (or its representative representative) shall sell, its Partnership Interest for in such Series (and in the case of a Feeder Fund Investor the relevant Feeder Fund shall sell such portion of its Partnership Interest as is allocable to the Feeder Fund Investor). The purchase shall be made by the Purchasing Partners in proportion to their respective Sharing Ratios in the corresponding Series at the relevant time or in such other ratio as they may agree (taking into account such Bankrupt Partner’s Potential Clawback). The purchase price shall be an amount equal to the fair market value thereof of the Partnership Interest in such Series determined by agreement by the Bankrupt Partner (or its representative) and the Managing General PartnerPurchasing Partners; provided, however, provided that if such those Persons shall do not agree on such the fair market value on or before the 30th day following the exercise of such the option, either such Person, by notice to the other, may require such determination to fair market value shall be made determined by an independent appraiser specified in such notice, but if on or before the tenth day following receipt the Person receiving such notice shall object mutually satisfactory to such independent appraiser, and such Persons otherwise fail to agree on an independent appraiser, either such Person may petition the United States District Judge for the Northern District of Texas (Dallas Division) then senior in service to designate such independent appraiser. The determination of such independent appraiser shall be final and binding on all parties. The costs of appraisal shall be borne equally by the Bankrupt Partner and the PartnershipPurchasing Partners. Such The Purchasing Partners shall pay the fair market value shall be paid as so determined in four equal cash installments, the first due on closing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries thereofof the closing. The payment to be made to the Bankrupt Partner or its representative pursuant to under this Section 10.04 is, and 10.02 shall be conclusively deemed to be, in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Partner and its representative (and of any and all Persons claiming by, through, or under the Bankrupt Partner and its representative) in and in respect of the Series of Partnership Interests held by such Partner in the Partnership, including including, without limitation, any Partnership Interest, any rights in specific Partnership propertyproperty of such Series, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners and of such Series. The Purchasing Partners shall constitute a compromise to which all Partners have agreed pursuant to section 5.02(d) of the Act. If at the time any Partner shall become a assume such Bankrupt Partner there shall be only one other Partner, such other Partner shall have all the rights of the Partnership and the Managing General Partner pursuant to this Section 10.04. If the Bankrupt Partner shall be the existing Managing General Partner, the Partnership Interest subject to this Section 10.04 shall be the Partnership Interest into which such Managing General Partner's Partnership Interest shall be converted pursuant to Section 10.03, along with any other Partnership Interest it may have’s Potential Clawback.

Bankrupt Partners. If This Section 10.02 shall apply if any Partner shall become in a particular Series (including any Feeder Fund Investor) becomes a Bankrupt Partner. In such event, the Partnership General Partner and Class A Limited Partners of such Series that are not Bankrupt Partners (the “Purchasing Partners"), acting unanimously and jointly as a group shall have the optionoption (but not the obligation), exercisable by notice from the Managing General Partner (including any newly designated Managing General Partner) to the Bankrupt Partner (or its representative) at any time prior to the 180th 90th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing it such Partner to become a Bankrupt Partner, to buy or cause their designee to buy, and upon on the exercise of such this option the Bankrupt Partner (or its representative representative) shall sell, its Partnership Interest for in such Series (and in the case of a Feeder Fund Investor the relevant Feeder Fund shall sell such portion of its Partnership Interest as is allocable to the Feeder Fund Investor). The purchase shall be made by the Purchasing Partners in proportion to their respective Sharing Ratios in the corresponding Series at the relevant time or in such other ratio as they may agree (taking into account such Bankrupt Partner’s Potential Clawback). The purchase price shall be an amount equal to the fair market value thereof of the Partnership Interest in such Series determined by agreement by the Bankrupt Partner (or its representative) and the Managing General PartnerPurchasing Partners; provided, however, provided that if such those Persons shall do not agree on such the fair market value on or before the 30th day following the exercise of such the option, either such Person, by notice to the other, may require such determination to fair market value shall be made determined by an independent appraiser specified in such notice, but if on or before the tenth day following receipt the Person receiving such notice shall object mutually satisfactory to such independent appraiser, and such Persons otherwise fail to agree on an independent appraiser, either such Person may petition the United States District Judge for the Northern District of Texas (Dallas Division) then senior in service to designate such independent appraiser. The determination of such independent appraiser shall be final and binding on all parties. The costs of appraisal shall be borne equally by the Bankrupt Partner and the PartnershipPurchasing Partners. Such The Purchasing Partners shall pay the fair market value shall be paid as so determined in four equal cash installments, the first due on closing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries thereofof the closing. The payment to be made to the Bankrupt Partner or its representative pursuant to under this Section 10.04 is, and 10.02 shall be conclusively deemed to be, in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Partner and its representative (and of any and all Persons claiming by, through, or under the Bankrupt Partner and its representative) in and in respect of the Series of Partnership Interests held by such Partner in the Partnership, including including, without limitation, any Partnership Interest, any rights in specific Partnership propertyproperty of such Series, and any rights against the Partnership or any Series and (insofar as the affairs of the Partnership or any Series are concerned) against the Partners and shall constitute a compromise to which all Partners have agreed pursuant to section 5.02(d) of the Act. If at the time any Partner shall become a Bankrupt Partner there shall be only one other Partner, such other Partner shall have all the rights of the Partnership and the Managing General Partner pursuant to this Section 10.04. If the Bankrupt Partner shall be the existing Managing General Partner, the Partnership Interest subject to this Section 10.04 shall be the Partnership Interest into which such Managing General Partner's Partnership Interest shall be converted pursuant to Section 10.03, along with Series or any other Partnership Interest it may haveSeries. The Purchasing Partners shall assume such Bankrupt Partner’s Potential Clawback.

Bankrupt Partners. If any Partner shall become Party becomes a Bankrupt Partner, the Partnership shall Company, by approval of at least a Majority Interest or, if the Company does not exercise the relevant option, the non-Bankrupt Partners which desire to participate, will have the option, exercisable by notice from the Managing General Partner (including any newly designated Managing General Partner) Company or the Partners, as the case may be, to the Bankrupt Partner (or its representative) at any time prior to the 180th day Day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Partner, to buy, and upon and, on the exercise of such option this option, the Bankrupt Partner or its representative shall will sell, its Partnership Interest for Interest. The purchase price will be an amount equal to the fair market value Fair Market Value thereof determined by agreement by the Bankrupt Partner (or its representative) and the Managing General Partnerpotential purchaser; provided, however, that if such those Persons shall do not agree on such fair market value the Fair Market Value on or before the 30th day 90th Day following the exercise date of receipt by such optionpotential purchaser of notice of the occurrence of the event causing the Partner to become a Bankrupt Partner, either such Person, by written notice to the other, may require such the determination of Fair Market Value to be made by an independent appraiser Appraiser specified in such notice, but if . If the Person receiving that notice objects on or before the tenth day Day following receipt to the Person receiving such notice shall object to such independent appraiserAppraiser designated in that notice, and such those Persons otherwise fail to agree on an independent appraiserAppraiser, either such Person may petition the United States District Judge for the Northern Southern District of Texas (Dallas Division) sitting in Xxxxxx County, Texas, then senior in active service to designate such an independent appraiser. The Appraiser, whose determination of such the independent appraiser shall be Appraiser, however designated, is final and binding on all parties. The costs of appraisal shall be borne equally by the Bankrupt Partner and the Partnershippotential purchaser each will pay one-half of the costs of the appraisal and court costs in appointing an Appraiser (if any). Such fair market value shall be paid in four equal cash installmentsIf the potential purchaser then elects, within ten Days after the Fair Market Value has been decided by agreement or by an independent Appraiser, to exercise the purchase option, the first due purchasing Person will pay the Fair Market Value as so determined in cash on closing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries thereofclosing. The payment to be made to the Bankrupt Partner or its representative pursuant to this Section 10.04 is, and shall be conclusively deemed to be, 11.2 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Partner and its representative (and of any and all Persons claiming by, through, or under the Bankrupt Partner and its representative) in and in respect of the PartnershipCompany, including without limitation, any Partnership Interest, any rights in specific Partnership Company property, and any rights against the Partnership Company or its Subsidiaries and its officers, agents, and representatives and (insofar as the affairs of the Partnership Company are concerned) against the Partners and shall constitute a compromise to which all Partners have agreed pursuant to section 5.02(d) of the Act. If at the time any Partner shall become a Bankrupt Partner there shall be only one other Partner, such other Partner shall have all the rights of the Partnership and the Managing General Partner pursuant to this Section 10.04. If the Bankrupt Partner shall be the existing Managing General Partner, the Partnership Interest subject to this Section 10.04 shall be the Partnership Interest into which such Managing General Partner's Partnership Interest shall be converted pursuant to Section 10.03, along with any other Partnership Interest it may havePartners.