Common use of Interest of Departing General Partner and Successor General Partner Clause in Contracts

Interest of Departing General Partner and Successor General Partner. 12.2.1. In the event of withdrawal of the General Partner under circumstances described in Section 12.1.3, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit an amount in cash equal to the fair market value of the General Partner Unit, such amount to be determined and payable as of the effective date of its departure. If the General Partner withdraws under circumstances other than as described in Section 12.1.3, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.2. For purposes of this Section 12.2.2, the fair market value of the Departing General Partner’s General Partner Units shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner Units. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Units on any Securities Exchange, the value of the Assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.3. If the General Partner Units are not acquired in the manner set forth in Section 12.2.1, the Departing General Partner shall become a Limited Partner and its General Partner Units shall be converted into Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.2, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. 12.2.1 In the event of withdrawal of the General Partner under circumstances described in Section 12.1.3where such withdrawal does not violate this Agreement, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit an amount in cash equal to the fair market value of the General Partner Unit, such amount to be determined and payable as of the effective date of its departure. If the General Partner withdraws under circumstances other than as described in Section 12.1.3where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.2. 12.2.2 For purposes of this Section 12.2.2, the fair market value of the Departing General Partner’s General Partner Units Unit shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner UnitsUnit. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Equity Units on any Securities ExchangeExchange on which Equity Units are then listed, the value of the Assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.3. 12.2.3 If the General Partner Units are Unit is not acquired in the manner set forth in Section 12.2.1, the Departing General Partner shall become a Limited Partner and its the General Partner Units Unit shall be converted into Units an Equity Unit pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.212.2.1, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s its successor).

Interest of Departing General Partner and Successor General Partner. 12.2.115.3.1. In the event of (i) withdrawal of the General Partner under circumstances described in Section 12.1.3where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the Limited Partners under circumstances where Cause does not exist, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit Units an amount in cash equal to the fair market value of the General Partner UnitUnits, such amount to be determined and payable as of the effective date of its departure. If the General Partner is removed by the Limited Partners under circumstances where Cause exists or if the General Partner withdraws under circumstances other than as described in Section 12.1.3where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.215.3.2. For purposes of this Section 12.2.215.3.2, the fair market value of the Departing General Partner’s General Partner Units shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner Units. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Units on any Securities Exchange, the value of the Partnership’s Assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.315.3.3. If the General Partner Units are not acquired in the manner set forth in Section 12.2.115.3.1, the Departing General Partner shall become a Limited Partner and its the General Partner Units shall be converted into Equity Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.215.3.1, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s its successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. In the event of withdrawal of the General Partner under circumstances described in Section 12.1.3where such withdrawal does not violate this Agreement, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit an amount in cash equal to the fair market value of the General Partner Unit, such amount to be determined and payable as of the effective date of its departure. If the General Partner withdraws under circumstances other than as described in Section 12.1.3where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.2. For purposes of this Section 12.2.2, the fair market value of the Departing General Partner’s General Partner Units Unit shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner UnitsUnit. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Units on any Securities ExchangeExchange on which Units are then listed, the value of the Partnership’s Assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.3. If the General Partner Units are Unit is not acquired in the manner set forth in Section 12.2.1, the Departing General Partner shall become a Limited Partner and its the General Partner Units Unit shall be converted into Units a Unit pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.212.2.1, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s its successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. In the event of withdrawal of the General Partner under circumstances described in Section 12.1.3where such withdrawal does not violate this Agreement, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit an amount in cash equal to the fair market value of the General Partner Unit, such amount to be determined and payable as of the effective date of its departure. If the General Partner withdraws under circumstances other than as described in Section 12.1.3where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.2. For purposes of this Section 12.2.2, the fair market value of the Departing General Partner’s General Partner Units Unit shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner UnitsUnit. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Equity Units on any Securities ExchangeExchange on which Equity Units are then listed, the value of the Partnership’s Assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.3. If the General Partner Units are Unit is not acquired in the manner set forth in Section 12.2.1, the Departing General Partner shall become a Limited Partner and its the General Partner Units Unit shall be converted into Units an Equity Unit pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.212.2.1, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s its successor).

Interest of Departing General Partner and Successor General Partner. 12.2.115.3.1. In the event of (i) withdrawal of the General Partner under circumstances described in Section 12.1.3where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the Limited Partners under circumstances where Cause does not exist, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit Units an amount in cash equal to the fair market value of the General Partner UnitUnits, such amount to be determined and payable as of the effective date of its departure. If the General Partner is removed by the Limited Partners under circumstances where Cause exists or if the General Partner withdraws under circumstances other than as described in Section 12.1.3where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.215.3.2. For purposes of this Section 12.2.215.3.2, the fair market value of the Departing General Partner’s General Partner Units shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner Units. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Units on any Securities Exchange, the value of the Partnership’s Assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.315.3.3. If the General Partner Units are not acquired in the manner set forth in Section 12.2.115.3.1, the Departing General Partner shall become a Limited Partner and its the General Partner Units shall be converted into Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.215.3.1, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s its successor).

Interest of Departing General Partner and Successor General Partner. 12.2.115.3.1. In the event of (i) withdrawal of the General Partner under circumstances described in Section 12.1.315.1.3 or (ii) removal of the General Partner by the Limited Partners under circumstances where Cause does not exist, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit Units an amount in cash equal to the fair market value of the General Partner UnitUnits, such amount to be determined and payable as of the effective date of its departure. If the General Partner is removed by the Limited Partners under circumstances where Cause exists or if the General Partner withdraws under circumstances other than as described in Section 12.1.315.1.3, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.215.3.2. For purposes of this Section 12.2.215.3.2, the fair market value of the Departing General Partner’s General Partner Units shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner Units. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Units on any Securities Exchange, the value of the Assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.315.3.3. If the General Partner Units are not acquired in the manner set forth in Section 12.2.115.3.1, the Departing General Partner shall become a Limited Partner and its General Partner Units shall be converted into Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.215.3.2, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1‌ 15.3.1. In the event of (i) withdrawal of the General Partner under circumstances described in Section 12.1.3where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the Limited Partners under circumstances where Cause does not exist, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit Units an amount in cash equal to the fair market value of the General Partner UnitUnits, such amount to be determined and payable as of the effective date of its departure. If the General Partner is removed by the Limited Partners under circumstances where Cause exists or if the General Partner withdraws under circumstances other than as described in Section 12.1.3where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option.option.‌ 12.2.215.3.2. For purposes of this Section 12.2.215.3.2, the fair market value of the Departing General Partner’s General Partner Units shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner Units. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Units on any Securities Exchange, the value of the Partnership’s Assets, the rights and obligations of the General Partner and other factors it may deem relevant.relevant.‌ 12.2.315.3.3. If the General Partner Units are not acquired in the manner set forth in Section 12.2.115.3.1, the Departing General Partner shall become a Limited Partner and its the General Partner Units shall be converted into Equity Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.215.3.1, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s its successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. (a) In the event of the withdrawal of the a General Partner, if a successor General Partner under circumstances described is elected in accordance with the terms of Section 12.1.311.1, the Departing General Partner shallPartner, at in its sole discretion and acting in its individual capacity, shall have the option exercisable prior to the effective date of the departure withdrawal of such Departing General Partner, promptly receive from Partner to require its successor to purchase its General Partner Interest (represented by General Partner Units) in exchange for its General Partner Unit an amount in cash equal to the fair market value of the such General Partner UnitInterest, such amount to be determined and payable as of the effective date of its departurewithdrawal. If the The Departing General Partner withdraws under circumstances other than as described shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in Section 12.1.3, its successor shall have connection with the option described in the immediately preceding sentence, and termination of any employees employed by the Departing General Partner shall not have such option. 12.2.2or its Affiliates (excluding any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 12.2.211.3(a), the fair market value of the a Departing General Partner’s General Partner Units Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the General Partner UnitsInterest of the Departing General Partner. In making its determination, such third independent investment banking firm or other independent expert shall may consider the then current trading price of Units on any National Securities ExchangeExchange on which Common Units are then listed, the value of the AssetsPartnership’s assets, the rights and obligations of the Departing General Partner and other factors it may deem relevant. 12.2.3. (b) If the Departing General Partner Units are does not acquired exercise its option to require the successor General Partner to purchase its General Partner Interest in the manner set forth in Section 12.2.111.3(a), the Departing General Partner (or its transferee) shall automatically become a Limited Partner and its General Partner Units Interest automatically shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.2, without reduction in such Partnership Interest 11.3(a). Any successor General Partner shall indemnify the Departing General Partner (but subject or its transferee) as to proportionate dilution by reason all debts and liabilities of the admission Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the General Partner Interest of the Departing General Partner to Common Units will be characterized as if the Departing General Partner (or its transferee) contributed its General Partner Interest to the Partnership in exchange for the newly-issued Common Units and the Partnership reissued a new General Partner Interest in the Partnership to the successor General Partner’s successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. (a) In the event of the withdrawal of the a General Partner, if a successor General Partner under circumstances described is elected in Section 12.1.3accordance with the terms of Sections 11.1, the Departing General Partner shall, at its shall have the option exercisable prior to the effective date of the departure withdrawal of such Departing General Partner, promptly receive from Partner to require its successor in exchange for to purchase its General Partner Unit an amount in cash equal to the fair market value of the Interest (represented by General Partner Unit, such amount to be determined and payable as of the effective date of its departureUnits). If the The Departing General Partner withdraws under circumstances other than as described shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in Section 12.1.3, its successor shall have connection with the option described in the immediately preceding sentence, and termination of any employees employed by the Departing General Partner shall not have such option. 12.2.2or its Affiliates for the benefit of the Partnership. For purposes of this Section 12.2.211.3(a), the fair market value of the a Departing General Partner’s General Partner Units Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected jointly by the Departing General Partner and its successor, which, in turn, may rely on other experts experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner Units. In making its determination, such third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest of the Departing General Partner. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities ExchangeExchange on which Units are then listed, the value of the AssetsPartnership’s assets, the rights and obligations of the Departing General Partner and other factors it may deem relevant. 12.2.3. (b) If the General Partner Units are Combined Interest is not acquired purchased in the manner set forth in Section 12.2.111.3(a), the Departing General Partner (or its transferee) shall automatically become a Limited Partner and its General Partner Units Combined Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.211.3(a), without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner’s successor). For purposes of this Agreement, conversion of the Combined Interest of the Departing General Partner to Common Units will be characterized as if the Departing General Partner (or its transferee) contributed its Combined Interest to the Partnership in exchange for the newly issued Common Units.

Interest of Departing General Partner and Successor General Partner. 12.2.111.2.1. In the event of withdrawal of the General Partner under circumstances described in Section 12.1.311.1.3, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit an amount in cash equal to the fair market value of the General Partner Unit, such amount to be determined and payable as of the effective date of its departure. If the General Partner withdraws under circumstances other than as described in Section 12.1.311.1.3, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.211.2.2. For purposes of this Section 12.2.211.2.2, the fair market value of the Departing General Partner’s General Partner Units shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner Units. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Equity Units on any Securities ExchangeExchange on which Equity Units are then listed, the value of the Assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.311.2.3. If the General Partner Units are not acquired in the manner set forth in Section 12.2.111.2.1, the Departing General Partner shall become a Limited Partner and its General Partner Units shall be converted into Equity Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.211.2.2, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. (a) In the event of the withdrawal of the a General Partner, if a successor General Partner under circumstances described is elected in accordance with the terms of Section 12.1.311.1, the Departing General Partner shallPartner, at in its sole discretion and acting in its individual capacity, shall have the option exercisable prior to the effective date of the departure withdrawal of such Departing General Partner, promptly receive from Partner to require its successor to purchase its General Partner Interest (represented by General Partner Units) in exchange for its General Partner Unit an amount in cash equal to the fair market value of the such General Partner UnitInterest, such amount to be determined and payable as of the effective date of its departurewithdrawal. If the The Departing General Partner withdraws under circumstances other than as described shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in Section 12.1.3, its successor shall have connection with the option described in the immediately preceding sentence, and termination of any employees employed by the Departing General Partner shall not have such option. 12.2.2or its Affiliates (excluding any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 12.2.211.3(a), the fair market value of the a Departing General Partner’s General Partner Units Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the General Partner UnitsInterest of the Departing General Partner. In making its determination, such third independent investment banking firm or other independent expert shall may consider the then current trading price of Units on any National Securities ExchangeExchange on which Units are then listed, the value of the AssetsPartnership’s assets, the rights and obligations of the Departing General Partner and other factors it may deem relevant. 12.2.3. (b) If the Departing General Partner Units are does not acquired exercise its option to require the successor General Partner to purchase its General Partner Interest in the manner set forth in Section 12.2.111.3(a), the Departing General Partner (or its transferee) shall automatically become a Limited Partner and its General Partner Units Interest automatically shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant by the Departing General Partner. Any successor General Partner shall indemnify the Departing General Partner (or its transferee) as to Section 12.2.2, without reduction in such Partnership Interest (but subject to proportionate dilution by reason all debts and liabilities of the admission Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the General Partner Interest of the Departing General Partner to Common Units will be characterized as if the Departing General Partner (or its transferee) contributed its General Partner Interest to the Partnership in exchange for the newly-issued Common Units and the Partnership reissued a new General Partner Interest in the Partnership to the successor General Partner’s successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. In the event of withdrawal of the General Partner under circumstances described in Section 12.1.3where such withdrawal does not violate this Agreement, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit an amount in cash equal to the fair market value of the General Partner Unit, such amount to be determined and payable as of the effective date of its departure. If the General Partner withdraws under circumstances other than as described in Section 12.1.3where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.2. For purposes of this Section 12.2.2, the fair market value of the Departing General Partner’s General Partner Units Unit shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s 's departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s 's successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner UnitsUnit. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Equity Units on any Securities ExchangeExchange on which Equity Units are then listed, the value of the Partnership's Assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.3. If the General Partner Units are Unit is not acquired in the manner set forth in Section 12.2.1, the Departing General Partner shall become a Limited Partner and its the General Partner Units Unit shall be converted into Units an Equity Unit pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.212.2.1, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s its successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. (a) In the event of the withdrawal of the a General Partner, if a successor General Partner under circumstances described is elected in accordance with the terms of Section 12.1.311.1, the Departing General Partner shallPartner, at in its sole discretion and acting in its individual capacity, shall have the option exercisable prior to the effective date of the departure withdrawal of such Departing General Partner, promptly receive from Partner to require its successor to purchase its General Partner Interest (represented by General Partner Units) in exchange for its General Partner Unit an amount in cash equal to the fair market value of the such General Partner UnitInterest, such amount to be determined and payable as of the effective date of its departurewithdrawal. If the The Departing General Partner withdraws under circumstances other than as described shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in Section 12.1.3, its successor shall have connection with the option described in the immediately preceding sentence, and termination of any employees employed by the Departing General Partner shall not have such option. 12.2.2or its Affiliates (excluding any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 12.2.211.3(a), the fair market value of the a Departing General Partner’s General Partner Units Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the General Partner UnitsInterest of the Departing General Partner. In making its determination, such third independent investment banking firm or other independent expert shall may consider the then current trading price of Units on any National Securities ExchangeExchange on which Units are then listed, the value of the AssetsPartnership’s assets, the rights and obligations of the Departing General Partner and other factors it may deem relevant. 12.2.3. (b) If the Departing General Partner Units are does not acquired exercise its option to require the successor General Partner to purchase its General Partner Interest in the manner set forth in Section 12.2.111.3(a), the Departing General Partner (or its transferee) shall automatically become a Limited Partner and its General Partner Units Interest automatically shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.2, without reduction in such Partnership Interest 11.3(a). Any successor General Partner shall indemnify the Departing General Partner (but subject or its transferee) as to proportionate dilution by reason all debts and liabilities of the admission Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the General Partner Interest of the Departing General Partner to Common Units will be characterized as if the Departing General Partner (or its transferee) contributed its General Partner Interest to the Partnership in exchange for the newly-issued Common Units and the Partnership reissued a new General Partner Interest in the Partnership to the successor General Partner’s successor).

Interest of Departing General Partner and Successor General Partner. 12.2.115.3.1. In the event of (i) withdrawal of the General Partner under circumstances described in Section 12.1.3where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the Limited Partners under circumstances where Cause does not exist, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit Units an amount in cash equal to the fair market value of the General Partner UnitUnits, such amount to be determined and payable as of the effective date of its departure. If the General Partner is removed by the Limited Partners under circumstances where Cause exists or if the General Partner withdraws under circumstances other than as described in Section 12.1.3where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.215.3.2. For purposes of this Section 12.2.215.3.2, the fair market value of the Departing General Partner’s General Partner Units shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner Units. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Units on any Securities Exchange, the value of the AssetsPartnership’s assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.315.3.3. If the General Partner Units are not acquired in the manner set forth in Section 12.2.115.3.1, the Departing General Partner shall become a Limited Partner and its the General Partner Units shall be converted into Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.215.3.1, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s its successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. (a) In the event of the withdrawal of the a General Partner, if a successor General Partner under circumstances described is elected in accordance with the terms of Section 12.1.311.1, the Departing General Partner shallPartner, at in its sole discretion and acting in its individual capacity, shall have the option exercisable prior to the effective date of the departure withdrawal of such Departing General Partner, promptly receive from Partner to require its successor to purchase its General Partner Interest (represented by General Partner Units) in exchange for its General Partner Unit an amount in cash equal to the fair market value of the such General Partner UnitInterest, such amount to be determined and payable as of the effective date of its departurewithdrawal. If the The Departing General Partner withdraws under circumstances other than as described shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in Section 12.1.3, its successor shall have connection with the option described in the immediately preceding sentence, and termination of any employees employed by the Departing General Partner shall not have such option. 12.2.2or its Affiliates (excluding any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 12.2.211.3(a), the fair market value of the a Departing General Partner’s General Partner Units Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the General Partner UnitsInterest of the Departing General Partner. In making its determination, such third independent investment banking firm or other independent expert shall may consider the then current trading price of Units on any National Securities ExchangeExchange on which Common Units are then listed, the value of the AssetsPartnership’s assets, the rights and obligations of the Departing General Partner and other factors it may deem relevant. 12.2.3. (b) If the Departing General Partner Units are does not acquired exercise its option to require the successor General Partner to purchase its General Partner Interest in the manner set forth in Section 12.2.111.3(a), the Departing General Partner (or its transferee) shall automatically become a Limited Partner and its General Partner Units Interest automatically shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant by the Departing General Partner. Any successor General Partner shall indemnify the Departing General Partner (or its transferee) as to Section 12.2.2, without reduction in such Partnership Interest (but subject to proportionate dilution by reason all debts and liabilities of the admission Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the General Partner Interest of the Departing General Partner to Common Units will be characterized as if the Departing General Partner (or its transferee) contributed its General Partner Interest to the Partnership in exchange for the newly-issued Common Units and the Partnership reissued a new General Partner Interest in the Partnership to the successor General Partner’s successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. In the event of withdrawal of the General Partner under circumstances described in Section 12.1.3where such withdrawal does not violate this Agreement, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit an amount in cash equal to the fair market value of the General Partner Unit, such amount to be determined and payable as of the effective date of its departure. If the General Partner withdraws under circumstances other than as described in Section 12.1.3where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.2. For purposes of this Section 12.2.2, the fair market value of the Departing General Partner’s General Partner Units Unit shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner UnitsUnit. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Units on any Securities ExchangeExchange on which Units are then listed, the value of the Assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.3. If the General Partner Units are Unit is not acquired in the manner set forth in Section 12.2.1, the Departing General Partner shall become a Limited Partner and its the General Partner Units Unit shall be converted into Units a Unit pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.212.2.1, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s its successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. (a) In the event of the withdrawal of the a General Partner, if a successor General Partner under circumstances described is elected in accordance with the terms of Section 12.1.311.1, the Departing General Partner shallPartner, at in its sole discretion and acting in its individual capacity, shall have the option exercisable prior to the effective date of the departure withdrawal of such Departing General Partner, promptly receive from Partner to require its successor to purchase its General Partner Interest (represented by General Partner Shares) in exchange for its General Partner Unit an amount in cash equal to the fair market value of the such General Partner UnitInterest, such amount to be determined and payable as of the effective date of its departurewithdrawal. If the The Departing General Partner withdraws under circumstances other than as described shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in Section 12.1.3, its successor shall have connection with the option described in the immediately preceding sentence, and termination of any employees employed by the Departing General Partner shall not have such option. 12.2.2or its Affiliates (excluding any Group Member) for the benefit of the Company or the other Group Members. For purposes of this Section 12.2.211.3(a), the fair market value of the a Departing General Partner’s General Partner Units Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the General Partner UnitsInterest of the Departing General Partner. In making its determination, such third independent investment banking firm or other independent expert shall may consider the then current trading price of Units Shares on any National Securities ExchangeExchange on which Shares are then listed, the value of the AssetsCompany’s assets, the rights and obligations of the Departing General Partner and other factors it may deem relevant. 12.2.3. (b) If the Departing General Partner Units are does not acquired exercise its option to require the successor General Partner to purchase its General Partner Interest in the manner set forth in Section 12.2.111.3(a), the Departing General Partner (or its transferee) shall automatically become a Limited Partner and its General Partner Units Interest automatically shall be converted into Units Common Shares pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant by the Departing General Partner. Any successor General Partner shall indemnify the Departing General Partner (or its transferee) as to Section 12.2.2, without reduction in such Partnership Interest (but subject to proportionate dilution by reason all debts and liabilities of the admission Company arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the General Partner Interest of the Departing General Partner to Common Shares will be characterized as if the Departing General Partner (or its transferee) contributed its General Partner Interest to the Company in exchange for the newly-issued Common Shares and the Company reissued a new General Partner Interest in the Company to the successor General Partner’s successor).

Interest of Departing General Partner and Successor General Partner. 12.2.1. (a) In the event of the withdrawal of the a General Partner, if a successor General Partner under circumstances described is elected in accordance with the terms of Section 12.1.311.1, the Departing General Partner shall, at its shall have the option exercisable prior to the effective date of the departure withdrawal of such Departing General Partner, promptly receive from Partner to require its successor to purchase (x) its General Partner Interest and (y) its general partner interest (or equivalent interest), if any, in the other Group Members ((x) and (y) collectively, the “Combined Interest”) in exchange for its General Partner Unit an amount in cash equal to the fair market value of the General Partner Unitsuch Combined Interest, such amount to be determined and payable as of the effective date of its departurewithdrawal. If the The Departing General Partner withdraws under circumstances other than as described shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in Section 12.1.3, its successor shall have connection with the option described in the immediately preceding sentence, and termination of any employees employed by the Departing General Partner shall not have such option. 12.2.2or its Affiliates (excluding any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 12.2.211.3(a), the fair market value of the a Departing General Partner’s General Partner Units Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected jointly by the Departing General Partner and its successor, which, in turn, may rely on other experts experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner Units. In making its determination, such third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest of the Departing General Partner. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities ExchangeExchange on which Common Units are then listed, the value of the AssetsPartnership’s assets, the rights and obligations of the Departing General Partner and other factors it may deem relevant. 12.2.3. (b) If the General Partner Units are Combined Interest is not acquired purchased in the manner set forth in Section 12.2.111.3(a), the Departing General Partner (or its transferee) shall automatically become a Limited Partner and its General Partner Units Combined Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.211.3(a), without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner’s successor). For purposes of this Agreement, conversion of the Combined Interest of the Departing General Partner to Common Units will be characterized as if the Departing General Partner (or its transferee) contributed its Combined Interest to the Partnership in exchange for the newly-issued Common Units.

Interest of Departing General Partner and Successor General Partner. 12.2.1. In the event of withdrawal of the General Partner under circumstances described in Section 12.1.3where such withdrawal does not violate this Agreement, the Departing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing General Partner, promptly receive from its successor in exchange for its General Partner Unit an amount in cash equal to the fair market value of the General Partner Unit, such amount to be determined and payable as of the effective date of its departure. If the General Partner withdraws under circumstances other than as described in Section 12.1.3where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing General Partner shall not have such option. 12.2.2. For purposes of this Section 12.2.2, the fair market value of the Departing General Partner’s General Partner Units Unit shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which shall determine the fair market value of the General Partner UnitsUnit. In making its determination, such independent investment banking firm or other independent expert shall consider the then current trading price of Units on any Securities ExchangeExchange on which Units are then listed, the value of the AssetsPartnership’s assets, the rights and obligations of the General Partner and other factors it may deem relevant. 12.2.3. If the General Partner Units are Unit is not acquired in the manner set forth in Section 12.2.1, the Departing General Partner shall become a Limited Partner and its the General Partner Units Unit shall be converted into Units a Unit pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 12.2.212.2.1, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing General Partner’s its successor).