Common use of Interest of Departing Managing General Partner Clause in Contracts

Interest of Departing Managing General Partner. and Successor Managing General Partner 15.2.1. In the event of withdrawal of the Managing General Partner under circumstances described in Section 15.1.3, the Departing Managing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing Managing General Partner, promptly receive from its successor in exchange for its Managing General Partner Units an amount in cash equal to the Market Value of the Managing General Partner Units, such amount to be determined and payable as of the effective date of its departure. If the Managing General Partner withdraws under circumstances other than as described in Section 15.1.3, its successor shall have the option described in the immediately preceding sentence, and the Departing Managing General Partner shall not have such option. 15.2.2. For purposes of this Section 15.2.2, the Market Value of the Departing Managing General Partner’s Managing General Partner Units shall be determined by agreement between the Departing Managing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing Managing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing Managing 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 Managing General Partner shall designate an independent investment banking firm or other independent expert, the Departing Managing 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 Market Value of the Managing General Partner Units. In making its determination, such independent investment banking firm or other independent expert shall consider the Assets, the rights and obligations of the Managing General Partner and other factors it may deem relevant. 15.2.3. If the Managing General Partner Units are not acquired in the manner set forth in Section 15.2.1, the Departing Managing General Partner shall become a Limited Partner and its Managing 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 15.2.2, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing Managing General Partner’s successor).

Interest of Departing Managing General Partner. and Successor Managing General Partner 15.2.1. In the event of withdrawal of the Managing General Partner under circumstances described in Section 15.1.3where such withdrawal does not violate this Agreement, the Departing Managing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing Managing General Partner, promptly receive from its successor in exchange for its Managing General Partner Units an amount in cash equal to the Market Value fair market value of the Managing General Partner Units, such amount to be determined and payable as of the effective date of its departure. If the Managing General Partner withdraws under circumstances other than as described in Section 15.1.3where Cause exists or if the Managing General Partner withdraws under circumstances where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing Managing General Partner shall not have such option. 15.2.2. For purposes of this Section 15.2.2, the Market Value fair market value of the Departing Managing General Partner’s Managing General Partner Units shall be determined by agreement between the Departing Managing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing Managing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing Managing 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 Managing General Partner shall designate an independent investment banking firm or other independent expert, the Departing Managing 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 Market Value fair market value of the Managing General Partner Units. In making its determination, such independent investment banking firm or other independent expert shall consider the Assets, the rights and obligations of the Managing General Partner and other factors it may deem relevant. 15.2.3. If the Managing General Partner Units are not acquired in the manner set forth in Section 15.2.1, the Departing Managing General Partner shall become a Limited Partner and its Managing 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 15.2.2, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing Managing General Partner’s successor).to

Interest of Departing Managing General Partner. and Successor Managing General Partner 15.2.1. 15.2.1 In the event of withdrawal of the Managing General Partner under circumstances described in Section 15.1.3where such withdrawal does not violate this Agreement, the Departing Managing General Partner shall, at its option exercisable prior to the effective date of the departure of such Departing Managing General Partner, promptly receive from its successor in exchange for its Managing General Partner Units an amount in cash equal to the Market Value fair market value of the Managing General Partner Units, such amount to be determined and payable as of the effective date of its departure. If the Managing General Partner withdraws under circumstances other than as described in Section 15.1.3where Cause exists or if the Managing General Partner withdraws under circumstances where such withdrawal violates this Agreement, its successor shall have the option described in the immediately preceding sentence, and the Departing Managing General Partner shall not have such option. 15.2.2. 15.2.2 For purposes of this Section 15.2.2, the Market Value fair market value of the Departing Managing General Partner’s Managing General Partner Units shall be determined by agreement between the Departing Managing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing Managing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing Managing 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 Managing General Partner shall designate an independent investment banking firm or other independent expert, the Departing Managing 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 Market Value fair market value of the Managing General Partner Units. In making its determination, such independent investment banking firm or other independent expert shall consider the Assets, the rights and obligations of the Managing General Partner and other factors it may deem relevant. 15.2.3. 15.2.3 If the Managing General Partner Units are not acquired in the manner set forth in Section 15.2.1, the Departing Managing General Partner shall become a Limited Partner and its Managing 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 15.2.215.2.1, without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of the Departing Managing General Partner’s its successor).