Common use of Divestiture Option Clause in Contracts

Divestiture Option. If state or federal regulations or laws are enacted or applied, or if any other legal developments occur, which, in the opinion of the General Partner adversely affect (or potentially adversely affect) the operation of the Partnership (e.g., the enactment or application of prohibitory physician self-referral legislation against the Partnership or its Partners), the General Partner shall promptly either, in its discretion, (i) take the steps outlined in this Article 17.5 to divest the Limited Partners of their Partnership Interests, or (ii) dissolve the Partnership as provided in Article 23.1(d). If the General Partner chooses option (i), it shall deliver a written notice to all of the Limited Partners (the "Notice of Election") and purchase such Partnership Interests for its own account. The purchase price to be paid for each Partnership Interest shall be determined in the manner as provided in Article 17.6 and shall be on the terms and conditions as provided in Article 17.7. The transfer of the Partnership Interests and the payment of the purchase price (as provided in Article 17.6) shall be made at such time as determined by the General Partner to be in the best interests of the Partnership and its Limited Partners. Each Limited Partner hereby makes, constitutes and appoints the General Partner, with full power of substitution, his true and lawful attorney-in-fact, to take such actions and execute such documents on his behalf to effect the transfer of his Partnership Interest as provided in this Article 17.5.

Appears in 2 contracts

Samples: Prime Medical Services Inc /Tx/, Prime Medical Services Inc /Tx/

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Divestiture Option. If state or federal regulations or laws are enacted or applied, or if any other legal developments occur, which, in the opinion of the General Partner adversely affect (or potentially adversely affect) the operation of the Partnership (e.g., the enactment or application of prohibitory physician self-referral legislation against the Partnership or its Partners), the General Partner shall promptly either, in its discretion, (i) take the steps outlined in this Article 17.5 18.5 to divest the Limited Partners of their Partnership Interests, or (ii) dissolve the Partnership as provided in Article 23.1(d24.1(d). If the General Partner chooses option (i), it shall deliver a written notice to all of the Limited Partners (the "Notice of Election") and purchase such Partnership Interests for its own account. The purchase price to be paid for each Partnership Interest shall be determined in the manner as provided in Article 17.6 18.6 and shall be on the terms and conditions as provided in Article 17.718.7. The transfer of the Partnership Interests and the payment of the purchase price (as provided in Article 17.618.6) shall be made at such time as determined by the General Partner to be in the best interests of the Partnership and its Limited Partners. Each Limited Partner hereby makes, constitutes and appoints the General Partner, with full power of substitution, his true and lawful attorney-in-fact, to take such actions and execute such documents on his behalf to effect the transfer of his Partnership Interest as provided in this Article 17.518.5.

Appears in 1 contract

Samples: Prime Medical Services Inc /Tx/

Divestiture Option. If state or federal regulations or laws are enacted or applied, or if any other legal developments occur, which, in the opinion of the General Partner adversely affect (or potentially adversely affect) the operation of the Partnership (e.g., the enactment or application of prohibitory physician self-referral legislation against the Partnership or its Partners), the General Partner shall promptly either, in its sole discretion, (i) take the steps outlined in this Article 17.5 to divest the Limited Partners of their Partnership Interests, or (ii) dissolve the Partnership as provided in Article 23.1(d23.1(e). If the General Partner chooses option (i), it shall deliver a written notice to all of the Limited Partners (the "Notice of Election") and purchase such Partnership Interests for its own account. The purchase price to be paid for each Partnership Interest shall be determined in the manner as provided in Article 17.6 and shall be on the terms and conditions as provided in Article 17.7. The transfer of the Partnership Interests and Interests, the payment of the purchase price and the assumption of the Limited Partners' obligations under their respective Guaranties (as provided in Article 17.6) shall be made at such time as determined by the General Partner to be in the best interests of the Partnership and its Limited Partners. Each Limited Partner hereby makes, constitutes and appoints the General Partner, with full power of substitution, his true and lawful attorney-in-fact, to take such actions and execute such documents on his behalf to effect the transfer of his Partnership Interest as provided in this Article 17.5. The foregoing power of attorney shall not be affected by the subsequent incapacity, mental incompetence, dissolution or bankruptcy of any Limited Partner.

Appears in 1 contract

Samples: Agreement (Prime Medical Services Inc /Tx/)

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Divestiture Option. If state or federal regulations or laws are enacted or applied, or if any other legal developments occur, which, in the opinion of the General Partner adversely affect (or potentially adversely affect) the operation of the Partnership (e.g., the enactment or application of prohibitory physician self-referral legislation against the Partnership or its Partners), the General Partner shall promptly either, in its discretion, (i) take the steps outlined in this Article 17.5 to divest the Limited Partners of their Partnership Interests, or (ii) dissolve the Partnership as provided in Article 23.1(d23.1(e). If the General Partner chooses option (i), it shall deliver a written notice to all of the Limited Partners (the "Notice of Election") and purchase such Partnership Interests for its own account. The purchase price to be paid for each Partnership Interest shall be determined in the manner as provided in Article 17.6 17.8 and shall be on the terms and conditions as provided in Article 17.717.9. The transfer of the Partnership Interests and the payment of the purchase price (as provided in Article 17.617.8) shall be made at such time as determined by the General Partner to be in the best interests of the Partnership and its Limited Partners. Each Limited Partner hereby makes, constitutes and appoints the General Partner, with full power of substitution, his true and lawful attorney-in-fact, to take such actions and execute such documents on his behalf to effect the transfer of his Partnership Interest as provided in this Article 17.5.

Appears in 1 contract

Samples: Prime Medical Services Inc /Tx/

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