Common use of Method of Exercise; Etc Clause in Contracts

Method of Exercise; Etc. The Redemption Rights shall be exercised by delivery to the Partnership of (a) written notice (the "Notice") in the form of Exhibit A specifying the number of the Series B Preferred Units to be redeemed and the name or names (with address) in which any Shares issuable upon such exercise shall be registered if different than the Contributing Party and (b) the certificates, if any, representing such Series B Preferred Units. Notwithstanding anything to the contrary contained herein, in the event that (A) all of the Series B Preferred Units of any deceased Contributing Party or the Series B Preferred Units of any partnership, limited liability company or pass-through entity that are allocable to a deceased partner, member or other Person have not been converted into Common Units on or prior to the date of death of such Contributing Party or other Person, and (B) the exercise of the Redemption Rights with respect to said Series B Preferred Units shall not result in the recognition of gain for federal income tax purposes by any party, the Partnership shall have the right to require the Contributing Party or partnership, limited liability company or other pass-through entity or its legal representative, to exercise the Redemption Rights as to all of such Series B Preferred Units and to take any and all necessary action hereunder to effect such exercise.