Common use of Call/Put Closing Clause in Contracts

Call/Put Closing. The closing of the redemption of the Callable Interest and, if applicable, the Putable Interest (the "Closing") shall take place at a location designated by Universal, on a date (the "Closing Date") which is no earlier than the expiration of the Put Notice Period and no later than either of the following: (1) if a Put Notice is delivered, the thirty-first (31st) day following the General Partner's receipt of the Put Notice; or (ii) if a Put Notice is not delivered, the sixty-first (61st) day following Universal's receipt of the Call Notice. If a Put Notice is delivered, then at the Closing, the General Partner shall in the case of a Section 736 redemption, at its sole election either (A) make an Additional Capital Contribution to the Partnership in immediately available funds, the amount of which shall equal the Call Purchase Price and the Put Purchase Price or (B) cause the Partnership to borrow an amount of money sufficient to satisfy the Partnership's obligations under this Article VII on such terms and conditions as the General Partner in its sole discretion shall determine, equal to the sum of the Call Purchase Price and the Put Purchase Price, as applicable. If a Put Notice is not delivered, then at the Closing the General Partner shall make an Additional Capital Contribution to the Partnership in immediately available funds, the amount of which shall equal the Call Purchase Price. Simultaneously with such funding of an Additional Capital Contribution, the Partnership or the General Partner (or its assignee) as the case may be, shall tender the Call Purchase Price, and if applicable, the Put Purchase Price, to Universal in immediately available funds, and in exchange, Universal shall comply with Section 7.6 hereof. In the case of a Section 736 liquidation of the Limited Partner's Partnership Interest, as a condition to receipt by the Limited Partner of the Call Purchase Price and, if applicable, the Put Purchase Price, in the case of the liquidation of Universal's Partnership Interest, the General Partner and the Limited Partner expressly agree that such transaction shall be treated as a complete liquidation of the Limited Partner's Partnership Interest pursuant to Section 736 of the Code. The Limited Partner expressly agrees and acknowledges that the Call Purchase Price and, if applicable, the Put Purchase Price, in cash distributed to the Limited Partner shall be treated as a payment in liquidation under Section 736(b) of the Code to the extent of the fair market value of the Limited Partner's "interest in Partnership property" within the meaning of Section 736 of the Code and the excess, if any, shall be treated as a Section 707(c) "guaranteed payment" under Section 736(a) of the Code. The General Partner and the Limited Partner acknowledge and agree that the redemption price at which the Partnership can acquire the Limited Partner's Partnership Interest as a Limited Partner (and which will not be equal to its Capital Account balance) has been agreed upon based on arm's length negotiations as described in the second paragraph of Treasury Regulation ss. 1.704-1(b)(2)(ii)(b)(3). Further, as a further condition to the receipt by the Limited Partner of the Call Purchase Price and Put Purchase Price, the General Partner agrees to execute a written agreement with respect to the redemption which shall include a written undertaking by the Limited Partner to deliver such other instruments, agreements or other documents as the Partnership may reasonably deem necessary to evidence the liquidation of the Limited Partner's Partnership Interest. Finally, the Limited Partner also agrees and acknowledges that under this liquidation of Partnership Interest option, simultaneously with the Closing, there may be admitted as Partners one or more Persons as the General Partner shall approve, with the terms and conditions of such Partnership Interests as the General Partner and such one or more Persons shall mutually agree upon. The Limited Partner hereby consents to the amendment of this Partnership Agreement, including Schedule A, and the related documents, if necessary, under the Act, to reflect the liquidation of its Partnership Interest and, if applicable, the admission of additional Partners.

Call/Put Closing. The closing of the redemption of the Callable Interest and, if applicable, the Putable Interest (the "“Closing"”) shall take place at a location designated by Universal, on a date (the "“Closing Date"”) which is no earlier than the expiration of the Put Notice Period and no later than either of the following: (1) if a Put Notice is delivered, the thirty-first (31st) day following the General Partner's ’s receipt of the Put Notice; or (ii) if a Put Notice is not delivered, the sixty-first (61st) day following Universal's ’s receipt of the Call Notice. If a Put Notice is delivered, then at the Closing, the General Partner shall in the case of a Section 736 redemption, at its sole election either (A) make an Additional Capital Contribution to the Partnership in immediately available funds, the amount of which shall equal the Call Purchase Price and the Put Purchase Price or (B) cause the Partnership to borrow an amount of money sufficient to satisfy the Partnership's ’s obligations under this Article VII on such terms and conditions as the General Partner in its sole discretion shall determine, equal to the sum of the Call Purchase Price and the Put Purchase Price, as applicable. If a Put Notice is not delivered, then at the Closing the General Partner shall make an Additional Capital Contribution to the Partnership in immediately available funds, the amount of which shall equal the Call Purchase Price. Simultaneously with such funding of an Additional Capital Contribution, the Partnership or the General Partner (or its assignee) as the case may be, shall tender the Call Purchase Price, and if applicable, the Put Purchase Price, to Universal in immediately available funds, and in exchange, Universal shall comply with Section 7.6 hereof. In the case of a Section 736 liquidation of the Limited Partner's ’s Partnership Interest, as a condition to receipt by the Limited Partner of the Call Purchase Price and, if applicable, the Put Purchase Price, in the case of the liquidation of Universal's ’s Partnership Interest, the General Partner and the Limited Partner expressly agree that such transaction shall be treated as a complete liquidation of the Limited Partner's ’s Partnership Interest pursuant to Section 736 of the Code. The Limited Partner expressly agrees and acknowledges that the Call Purchase Price and, if applicable, the Put Purchase Price, in cash distributed to the Limited Partner shall be treated as a payment in liquidation under Section 736(b) of the Code to the extent of the fair market value of the Limited Partner's "’s “interest in Partnership property" ” within the meaning of Section 736 of the Code and the excess, if any, shall be treated as a Section 707(c) "“guaranteed payment" ” under Section 736(a) of the Code. The General Partner and the Limited Partner acknowledge and agree that the redemption price at which the Partnership can acquire the Limited Partner's ’s Partnership Interest as a Limited Partner (and which will not be equal to its Capital Account balance) has been agreed upon based on arm's ’s length negotiations as described in the second paragraph of Treasury Regulation ss. 1.704-1(b)(2)(ii)(b)(3). Further, as a further condition to the receipt by the Limited Partner of the Call Purchase Price and Put Purchase Price, the General Partner agrees to execute a written agreement with respect to the redemption which shall include a written undertaking by the Limited Partner to deliver such other instruments, agreements or other documents as the Partnership may reasonably deem necessary to evidence the liquidation of the Limited Partner's ’s Partnership Interest. Finally, the Limited Partner also agrees and acknowledges that under this liquidation of Partnership Interest option, simultaneously with the Closing, there may be admitted as Partners one or more Persons as the General Partner shall approve, with the terms and conditions of such Partnership Interests as the General Partner and such one or more Persons shall mutually agree upon. The Limited Partner hereby consents to the amendment of this Partnership Agreement, including Schedule A, and the related documents, if necessary, under the Act, to reflect the liquidation of its Partnership Interest and, if applicable, the admission of additional Partners.