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

Interest of Departing Partner and Successor. (a) Upon the withdrawal or removal of the General Partner, the Departing Partner may, at its option exercisable prior to the effective date of the departure of such Departing Partner, transfer and sell to its successor as General Partner all of the General Partnership Interest held or owned by the Departing Partner, and the successor General Partner shall purchase such General Partnership Interest for an amount in cash equal to the fair market value of such General Partnership Interest, the amount to be determined and payable as of the effective date of its departure. For purposes of this Section 14.02, the fair market value of the Departing Partner's General Partnership Interest shall be determined by agreement between the Departing Partner and its successor or, failing agreement within 30 days after the effective date of such Departing Partner's departure, by an independent investment banking firm or other independent expert selected by the Departing Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be binding and 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 each of the Departing Partner and its successor shall designate an independent investment banking firm or other independent expert and the independent investment banking firm or other independent expert selected by each of the Departing Partner and its successor shall in turn designate a single independent investment banking firm or other independent expert; each such firm or expert shall determine the fair market value of the Departing Partner's General Partnership Interest and the determination of the firm or expert that is neither the highest nor the lowest shall control. In making its determination, the independent investment banking firm or other independent expert shall consider the LP Interest Price, the value of the Partnership Assets, the rights and obligations of the General Partner and other factors it may deem relevant.

Interest of Departing Partner and Successor. (a) Upon the withdrawal or removal of the General Partner, the Departing Partner may, at its option exercisable prior to the effective date of the departure of such Departing Partner, transfer and sell to its successor as General Partner all of the General Partnership Interest Interests held or owned by the Departing Partner, and the successor General Partner shall purchase such General Partnership Interest Interests, for an amount in cash equal to the fair market value of such General Partnership Interest, the amount to be determined and payable as of the effective date of its departure. For purposes of this Section 14.02, the fair market value of the Departing Partner's General Partnership Interest shall be determined by agreement between the Departing Partner and its successor or, failing agreement within 30 days after the effective date of such Departing Partner's departure, by an independent investment banking firm or other independent expert selected by the Departing Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be binding and 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 each of the Departing Partner and its successor shall designate an independent investment banking firm or other independent expert and the independent investment banking firm or other independent expert selected by each of the Departing Partner and its successor shall in turn designate a single independent investment banking firm or other independent expert; each such firm or expert shall determine the fair market value of the Departing Partner's General Partnership Interest and the determination of the firm or expert that is neither the highest nor the lowest shall control. In making its determination, the independent investment banking firm or other independent expert shall consider the LP Interest Unit Price, the value of the Partnership Assets, the rights and obligations of the General Partner and other factors it may deem relevant.

Interest of Departing Partner and Successor. (a) Upon the withdrawal or removal of the General Partner, the The Departing Partner mayshall, at the option of its option successor exercisable prior to the effective date of the departure of such Departing Partner, transfer and sell to promptly receive from its successor in exchange for its Partnership Interest as the General Partner, an amount in cash equal to the fair market value of the Departing Partner's Partnership Interest as the General Partner all herein, determined as of the General effective date of its departure. If the successor to a Departing Partner exercises its option to acquire the Partnership Interest held or owned by as the General Partner of the Departing Partner, and it must also acquire at such time the successor General partnership interest of the Departing Partner shall purchase such General Partnership Interest as the general partner of the Operating Partnership, for an amount in cash equal to the fair market value of such General Partnership Interestinterest, the amount to be determined and payable as of the effective date of its departure. If the option is exercised, the Departing Partner shall, as of the effective date of its departure, cease to share in any allocations or distributions with respect to its Partnership Interest as the General Partner. For purposes of this Section 14.0213.2, the fair market value of the Departing Partner's General Partnership Interest as the General Partner and of its partnership interest as the general partner of the Operating Partnership shall be determined by agreement between the Departing Partner and its successor or, failing agreement within 30 days after the effective date of such Departing Partner's departure, by an independent investment banking firm or other independent expert selected by the Departing Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be binding and 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 each of the Departing Partner and its successor such firm shall designate an independent investment banking firm or other independent expert and be designated by the independent investment banking firm or other independent expert selected by each of the Departing Partner and its successor shall in turn designate a single independent investment banking firm or other independent expert; each such firm or expert shall determine the fair market value of the Departing Partner's General Partnership Interest and the determination of the firm or expert that is neither the highest nor the lowest shall controlsuccessor. In making its determination, the such independent investment banking firm or other independent expert shall consider the LP Interest Unit Price, the value of the Partnership AssetsPartnership's assets, the rights and obligations of the such General Partner and any other factor or factors it may deem relevant.

Interest of Departing Partner and Successor. (a) Upon the withdrawal or removal of the General Partner, the The Departing Partner mayshall, at the option of its option successor (if any) exercisable prior to the effective date of the departure of such Departing Partner, transfer and sell to promptly receive from its successor in exchange for its Partnership Interest as a General Partner, an amount in cash equal to the fair market value of the Departing Partner's Partnership Interest as a General Partner all herein, determined as of the General effective date of its departure. If the successor to a Departing Partner exercises its option to acquire the Partnership Interest held or owned by as a General Partner of the Departing Partner, and it must also acquire at such time the successor General partnership interest of the Departing Partner shall purchase such General Partnership Interest as a general partner in any Operating Partnership, for an amount in cash equal to the fair market value of such General Partnership Interestinterest, the amount to be determined and payable as of the effective date of its departure. If the option is exercised, the Departing Partner shall, as of the effective date of its departure, cease to share in any allocations or distributions with respect to its Partnership Interest as a General Partner. For purposes of this Section 14.0213.2, the fair market value of the Departing Partner's General Partnership Interest as a General Partner herein and of its partnership interest as a general partner of any Operating Partnership shall be determined by agreement between the Departing Partner and its successor or, failing agreement if such parties fail to agree within 30 thirty days after the effective date of such Departing Partner's departure, by an independent investment banking firm or other independent expert selected by the Departing Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be binding and conclusive as to such matter. If such parties the Departing Partner and its successor cannot agree upon one independent investment banking firm or other independent expert within 45 forty-five days after the effective date of such departure, then each of the Departing Partner and its successor shall designate each select an independent investment banking firm or other independent expert and the parties so selected shall designate by mutual agreement an independent investment banking firm or other independent expert. If either the Departing Partner or its successor fails to select an independent investment banking firm or other independent expert selected by each within seventy-five days after the effective date of such departure under the Departing Partner and its successor circumstances described in the immediately preceding sentence, then the other party shall in turn designate a single independent investment banking firm or other independent expert; each have the right to make such firm or expert shall determine the fair market value of the Departing Partner's General Partnership Interest and the determination of the firm or expert that is neither the highest nor the lowest shall controlselection. In making its determination, the independent investment banking firm or other independent expert selected in the manner provided above shall consider the LP Interest Unit Price, the value of the Partnership AssetsPartnership's assets, the rights and obligations of the a General Partner and other factors it may deem relevant.

Interest of Departing Partner and Successor. (a) Upon the withdrawal or removal of If (i) the General PartnerPartner involuntarily withdraws or (ii) the General Partner is removed by the Limited Partners, the Departing Partner may, at its option exercisable prior to the effective date of the departure of such Departing Partner, transfer and sell to its successor as General Partner all of or the General Partnership Interest held or owned by shall have the option to purchase the Departing Partner, and the successor ’s General Partner shall purchase such Interest as the General Partnership Interest Partner for an amount in cash equal to the fair market value of the Departing Partner’s General Partner Interest as General Partner, such General Partnership Interest, the amount to be determined and payable as of the effective date of its departure. If the option is exercised, the Departing Partner shall, as of the effective date of its departure, cease to share in any allocations or distributions with respect to its Partnership Interest as the General Partner and Partnership income, gain, loss, deduction and credit will be prorated and allocated as set forth in Article V hereof. For purposes of this Section 14.029.2(a), the fair market value of the Departing Partner's ’s General Partnership Partner Interest as the General Partner herein shall be determined by agreement between the Departing Partner and its successor or, failing agreement within 30 thirty (30) days after the effective date of such Departing Partner's ’s departure, by an independent investment banking firm or other independent expert selected by the Departing Partner and its successor, which, in turn, may rely on other experts and the determination of which shall be binding and conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 forty-five (45) days after the effective date of such departure, then each of the Departing Partner and its successor such firm shall designate an independent investment banking firm or other independent expert and be designated by the independent investment banking firm or other independent expert selected by each of the Departing Partner and its successor shall in turn designate a single independent investment banking firm or other independent expert; each such firm or expert shall determine the fair market value of the Departing Partner's General Partnership Interest and the determination of the firm or expert that is neither the highest nor the lowest shall controlsuccessor. In making its determination, the such independent investment banking firm or other independent expert shall consider the LP Interest Price, the value take into account appropriate discount factors in light of the Partnership Assetsrisk of recovery of oil and gas reserves, and, in any event, will utilize a risk factor discount no less than that utilized in the rights and obligations of the General Partner and other factors it may deem relevantmost recent offer extended pursuant to Section 11.1 hereof.