Common use of Option to Acquire Clause in Contracts

Option to Acquire. After expiration of the Compliance Period, the General Partner may give notice (the "GP Notice") to the Limited Partner that it desires to purchase the entire Interest of each of the Limited Partner and the Special Limited Partner in the Partnership. Upon receipt by the Limited Partner and the Special Limited Partner, the following events shall occur: (a) The Limited Partner and the Special Limited Partner shall negotiate with the General Partner for a period of 30 days after the GP Notice is received to agree upon the value of their respective Interests. In the event an agreement is not reached within such 30-day period, then the General Partner or the Special Limited Partner may request that value be determined in accordance with the process set forth below by sending notice (the "Appraisal Notice") of same to the other party within 15 days of the expiration of the 30-day period. If an Appraisal Notice is not sent by either party within such 15-day period, then the General Partner's option shall expire. (b) If the respective value of the Interests of the Limited Partner and the Special Limited Partner are not agreed upon as provided above and either the General Partner or the Special Limited Partner issues to the other Person an Appraisal Notice, then the value of such Interests shall be determined by an appraisal utilizing the income approach method. The appraisal shall be conducted by an independent appraiser satisfactory to the General Partner and the Special Limited Partner or, in the event that a single independent appraiser cannot be agreed upon within 30 days following the date of the Appraisal Notice, the General Partner and the Special Limited Partner shall each select an independent appraiser and the appraisers so selected shall select a third independent appraiser. All appraisers so designated shall be experienced in accounting, business or real estate appraisal. The appraiser or appraisers shall determine the income approach value of the Interest of each of the Limited Partner and the Special Limited Partner. The decision of the appraisers (if more than one) shall be made by the majority of such appraisers. The appraiser or appraisers shall render a written report setting forth the income approach value of such Interests, which decision shall be rendered as expeditiously as possible by the appraiser or appraisers and which decision shall be final and binding upon the parties. The reasonable fees and expenses of the appraiser or appraisers shall be paid one-half by the General Partner and one-half by the Limited Partner. (c) Following determination of the income approach value of the Project, the General Partner shall have 30 days thereafter to determine whether the General Partner will purchase the Interests of the Limited Partner and the Special Limited Partner. The purchase price shall equal 20% of the appraised value as determined above less repayment of all loans and accrued fees described in 11.2(a) and 11.2(b). The General Partner shall exercise such right by written notice to the Limited Partner and the Special Limited Partner within such 30-day period, and if such right is not so exercised, the option shall lapse in its entirety. (d) If the General Partner determines to proceed with the purchase, the purchase price shall be paid in cash, within 90 days following the giving of the notice required by Section 9.12(c) and, in addition, interest shall be paid on the purchase price from the date of the GP Notice, payable with the purchase price, and calculated at the rate of interest set forth in Section 6.3 hereof.

Option to Acquire. After expiration of the Compliance Period, the General Partner may give notice (the "GP Notice") to the Limited Partner that it desires to purchase the entire Interest of each of the Limited Partner and the Special Limited Partner in the Partnership. Upon receipt by the Limited Partner and the Special Limited Partner, the following events shall occur: (a) The purchase price of the Interests shall be determined. The purchase price shall be the greater of (i) the aggregate of the Fair Market Value of the Interest of the Limited Partner and the Fair Market Value of the Interest of the Special Limited Partner or (ii) the "Tax Amount" as hereinafter defined. Notwithstanding the preceding, the purchase price shall be no less than the principal amount of all outstanding indebtedness secured by the Apartment Housing. (b) The Limited Partner and the Special Limited Partner shall negotiate with the General Partner for a period of 30 days after the GP Notice is received to agree upon the value Fair Market Value of their respective Interests. In the event an agreement is not reached within such 30-30 day period, then the General Partner or the Special Limited Partner may request that value Fair Market Value be determined in accordance with the process set forth below by sending notice (the "Appraisal Notice") of same to the other party within 15 days of the expiration of the 30-30 day period. If an Appraisal Notice is not sent by either party within such 15-15 day period, then the General Partner's option shall expire. (bc) If the respective value Fair Market Value of the Interests of the Limited Partner and the Special Limited Partner are not agreed upon as provided above and either the General Partner or the Special Limited Partner issues to the other Person an Appraisal Notice, then the value Fair Market Value of such Interests shall be determined by an appraisal utilizing the income approach methodappraisal. The appraisal shall be conducted by an independent appraiser satisfactory to the General Partner and the Special Limited Partner or, in the event that a single independent appraiser cannot be agreed upon within 30 days following the date of the Appraisal Notice, the General Partner and the Special Limited Partner shall each select an independent appraiser and the appraisers so selected shall select a third independent appraiser. All appraisers so designated shall be experienced in accounting, business or real estate appraisal. The appraiser or appraisers shall determine the income approach value Fair Market Value of the Interest of each of the Limited Partner and the Special Limited Partner. The decision of the appraisers (if more than one) shall be made by the majority of such appraisers. The appraiser or appraisers shall render a written report setting forth the income approach value Fair Market Value of such Interests, which decision shall be rendered as expeditiously as possible by the appraiser or appraisers and which decision shall be final and binding upon the parties. The reasonable fees and expenses of the appraiser or appraisers shall be paid one-half by the General Partner and one-half by the Limited Partner. (c) Following determination of the income approach value of the Project, the General Partner shall have 30 days thereafter to determine whether the General Partner will purchase the Interests of the Limited Partner and the Special Limited Partner. The purchase price shall equal 20% of the appraised value as determined above less repayment of all loans and accrued fees described in 11.2(a) and 11.2(b). The General Partner shall exercise such right by written notice to the Limited Partner and the Special Limited Partner within such 30-day period, and if such right is not so exercised, the option shall lapse in its entirety. (d) If the General Partner determines to proceed with the purchase, the purchase price shall be paid in cash, within 90 days following the giving of the notice required by Section 9.12(c) and, in addition, interest shall be paid on the purchase price from the date of the GP Notice, payable with the purchase price, and calculated at the rate of interest set forth in Section 6.3 hereof.

Option to Acquire. After expiration Notwithstanding the provisions of Sections 17.12(a) and (b) above, after the conclusion of the Compliance Periodinitial term of the Mortgage Loan, the General Partner may give notice (the "GP General Partner Notice") to the Special Limited Partner and the Limited Partner that it desires to purchase the entire Interest Interests of each of the Special Limited Partner and the Special Limited Partner in the Partnership. Upon receipt by the Limited Partner and the Special Limited Partner's and the Limited Partner's receipt of the General Partner Notice, the following events shall occur: (a1) The purchase price of the Interests shall be the greater of (i) the aggregate of the Fair Market Value of the Interest of the Limited Partner and the Fair Market Value of the Interest of the Special Limited Partner or (ii) the "Tax Amount" as hereinafter defined. (2) The Limited Partner and the Special Limited Partner shall negotiate with the General Partner for a period of 30 days after the GP General Partner Notice is received to agree upon the value Fair Market Value of their respective Interests. In the event an agreement is not reached within such 30-day period, then the General Partner or the Special Limited Partner may request that value the Fair Market Value be determined in accordance with the process set forth below by sending notice (the "Appraisal Notice") of same to the other party within 15 days of the expiration of the 30-day period. If an Appraisal Notice is not sent by either party within such 15-day period, then the General Partner's option shall expire. (b3) If the respective value Fair Market Value of the Interests of the Special Limited Partner and the Special Limited Partner are not agreed upon as provided above and either the General Partner or the Special Limited Partner issues to the other Person an Appraisal Notice, then the value Fair Market Value of such Interests shall be determined by an appraisal utilizing the income approach methodappraisal. The appraisal shall be conducted by an independent appraiser satisfactory to the General Partner and the Special Limited Partner or, in the event that a single independent appraiser cannot be agreed upon within 30 days following the date of the Appraisal Notice, the General Partner and the Special Limited Partner shall each select an independent appraiser and the appraisers so selected shall select a third independent appraiser. All appraisers so designated shall be experienced in accounting, business or real estate appraisal. The appraiser or appraisers shall determine the income approach value Fair Market Value of the Interest of each of the Special Limited Partner and the Special Limited Partner. The decision of the appraisers (if more than one) shall be made by the majority of such appraisers. The appraiser or appraisers shall render a written report setting forth the income approach value Fair Market Value of such Interests, which decision shall be rendered as expeditiously as possible by the appraiser or appraisers and which decision shall be final and binding upon the parties. The reasonable fees and expenses of the appraiser or appraisers shall be paid one-half by the General Partner and one-half by the Limited Partner. (c) Following determination of the income approach value of the Project, the General Partner shall have 30 days thereafter to determine whether the General Partner will purchase the Interests of the Limited Partner and the Special Limited Partner. The purchase price shall equal 20% of the appraised value as determined above less repayment of all loans and accrued fees described in 11.2(a) and 11.2(b). The General Partner shall exercise such right by written notice to the Limited Partner and the Special Limited Partner within such 30-day period, and if such right is not so exercised, the option shall lapse in its entirety. (d) If the General Partner determines to proceed with the purchase, the purchase price shall be paid in cash, within 90 days following the giving of the notice required by Section 9.12(c) and, in addition, interest shall be paid on the purchase price from the date of the GP Notice, payable with the purchase price, and calculated at the rate of interest set forth in Section 6.3 hereof.

Option to Acquire. After expiration of the Compliance Period, the General Partner may give notice (the "GP Notice") to the Limited Partner that it desires to purchase the entire Interest of each of the Limited Partner and the Special Limited Partner in the Partnership. Upon receipt by the Limited Partner and the Special Limited Partner, the following events shall occur: (a) The Limited Partner and the Special Limited Partner shall negotiate with the General Partner for a period of 30 days after the GP Notice is received to agree upon the value of their respective Interests. In the event an agreement is not reached within such 30-day period, then the General Partner or the Special Limited Partner may request that value be determined in accordance with the process set forth below by sending notice (the "Appraisal Notice") of same to the other party within 15 days of the expiration of the 30-day period. If an Appraisal Notice is not sent by either party within such 15-day period, then the General Partner's option shall expire. (b) If the respective value of the Interests of the Limited Partner and the Special Limited Partner are not agreed upon as provided above and either the General Partner or the Special Limited Partner issues to the other Person an Appraisal Notice, then the value of such Interests shall be determined by an appraisal utilizing the income approach method. The appraisal shall be conducted by an independent appraiser satisfactory to the General Partner and the Special Limited Partner or, in the event that a single independent appraiser cannot be agreed upon within 30 days following the date of the Appraisal Notice, the General Partner and the Special Limited Partner shall each select an independent appraiser and the appraisers so selected shall select a third independent appraiser. All appraisers so designated shall be experienced in accounting, business or real estate appraisal. The appraiser or appraisers shall determine the income approach value of the Interest of each of the Limited Partner and the Special Limited Partner. The decision of the appraisers (if more than one) shall be made by the majority of such appraisers. The appraiser or appraisers shall render a written report setting forth the income approach value of such Interests, which decision shall be rendered as expeditiously as possible by the appraiser or appraisers and which decision shall be final and binding upon the parties. The reasonable fees and expenses of the appraiser or appraisers shall be paid one-half by the General Genera Partner and one-half by the Limited Partner. (c) Following determination of the income approach value of the Project, the General Partner shall have 30 days thereafter to determine whether the General Partner will purchase the Interests of the Limited Partner and the Special Limited Partner. The purchase price shall equal 20% of the appraised value as determined above less repayment of all loans and accrued fees described in 11.2(a) and 11.2(b). The General Partner shall exercise such right by written notice to the Limited Partner and the Special Limited Partner within such 30-day period, and if such right is not so exercised, the option shall lapse in its entirety. (d) If the General Partner determines to proceed with the purchase, the purchase price shall be paid in cash, within 90 days following the giving of the notice required by Section 9.12(c) and, in addition, interest shall be paid on the purchase price from the date of the GP Notice, payable with the purchase price, and calculated at the rate of interest set forth in Section 6.3 hereof.

Option to Acquire. After expiration of the Compliance Period, the General Partner Managing Member may give notice (the "GP Member Notice") to the Limited Partner Investor Member that it desires to purchase the entire Interest of each of the Limited Partner Investor Member and the Special Limited Partner Member in the PartnershipCompany. Upon receipt by the Limited Partner Investor Member and the Special Limited PartnerMember, the following events shall occur: (a) The Limited Partner purchase price of the Interests shall be determined. The purchase price shall be the greater of (i) the aggregate of the Fair Market Value of the Interest of the Investor Member and the Fair Market Value of the Interest of the Special Member or (ii) the "Tax Amount" as hereinafter defined. Notwithstanding the preceding, the purchase price shall be no less than the principal amount of all outstanding indebtedness secured by the Project. (b) The Investor Member and the Special Limited Partner Member shall negotiate with the General Partner Managing Member for a period of 30 days after the GP Member Notice is received to agree upon the value Fair Market Value of their respective Interests. In the event an agreement is not reached within such 30-day period, then the General Partner Managing Member or the Special Limited Partner Member may request that value Fair Market Value be determined in accordance with the process set forth below by sending notice (the "Appraisal Notice") of same to the other party within 15 days of the expiration of the 30-day period. If an Appraisal Notice is not sent by either party within such 15-day period, then the General PartnerManaging Member's option shall expire. (bc) If the respective value Fair Market Value of the Interests of the Limited Partner Investor Member and the Special Limited Partner Member are not agreed upon as provided above and either the General Partner Managing Member or the Special Limited Partner Member issues to the other Person an Appraisal Notice, then the value Fair Market Value of such Interests shall be determined by an appraisal utilizing the income approach methodappraisal. The appraisal shall be conducted by an independent appraiser satisfactory to the General Partner Managing Member and the Special Limited Partner Member or, in the event that a single independent appraiser cannot be agreed upon within 30 days following the date of the Appraisal Notice, the General Partner Managing Member and the Special Limited Partner Member shall each select an independent appraiser and the appraisers so selected shall select a third independent appraiser. All appraisers so designated shall be experienced in accounting, business or real estate appraisal. The appraiser or appraisers shall determine the income approach value Fair Market Value of the Interest of each of the Limited Partner Investor Member and the Special Limited PartnerMember. The decision of the appraisers (if more than one) shall be made by the majority of such appraisers. The appraiser or appraisers shall render a written report setting forth the income approach value Fair Market Value of such Interests, which decision shall be rendered as expeditiously as possible by the appraiser or appraisers and which decision shall be final and binding upon the parties. The reasonable fees and expenses of the appraiser or appraisers shall be paid one-half by the General Partner Managing Member and one-half by the Limited PartnerInvestor Member. (c) Following determination of the income approach value of the Project, the General Partner shall have 30 days thereafter to determine whether the General Partner will purchase the Interests of the Limited Partner and the Special Limited Partner. The purchase price shall equal 20% of the appraised value as determined above less repayment of all loans and accrued fees described in 11.2(a) and 11.2(b). The General Partner shall exercise such right by written notice to the Limited Partner and the Special Limited Partner within such 30-day period, and if such right is not so exercised, the option shall lapse in its entirety. (d) If the General Partner determines to proceed with the purchase, the purchase price shall be paid in cash, within 90 days following the giving of the notice required by Section 9.12(c) and, in addition, interest shall be paid on the purchase price from the date of the GP Notice, payable with the purchase price, and calculated at the rate of interest set forth in Section 6.3 hereof.

Option to Acquire. After expiration of the 15th year of the Compliance Period, the General Partner may give notice (the "GP Notice") to the Limited Partner that it desires to purchase the entire Interest of each of the Limited Partner and the Special Limited Partner in the Partnership. Upon receipt by the Limited Partner and the Special Limited Partner, the following events shall occur: (a) The purchase price of the Interests shall be the greater of (i) the aggregate of the Fair Market Value of the Interest of the Limited Partner and the Fair Market Value of the Interest of the Special Limited Partner or (ii) the "Tax Amount" as hereinafter defined. (b) The Limited Partner and the Special Limited Partner shall negotiate with the General Partner for a period of 30 days after the GP Notice is received to agree upon the value Fair Market Value of their respective Interests. In the event an agreement is not reached within such 30-30 day period, then the General Partner or the Special Limited Partner may request that value the Fair Market Value be determined in accordance with the process set forth below by sending notice (the "Appraisal Notice") of same to the other party within 15 days of the expiration of the 30-30 day period. If an Appraisal Notice is not sent by either party within such 15-15 day period, then the General Partner's option shall expire. (bc) If the respective value Fair Market Value of the Interests of the Limited Partner and the Special Limited Partner are not agreed upon as provided above and either the General Partner or the Special Limited Partner issues to the other Person an Appraisal Notice, then the value Fair Market Value of such Interests shall be determined by an appraisal utilizing appraisal. Any valuation of the Apartment Housing shall be as low-income approach methodhousing to the extent of any recorded rental or income restrictions in place. The appraisal shall be conducted by an independent appraiser satisfactory to the General Partner and the Special Limited Partner or, in the event that a single independent appraiser cannot be agreed upon within 30 days following the date of the Appraisal Notice, the General Partner and the Special Limited Partner shall each select an independent appraiser and the appraisers so selected shall select a third independent appraiser. All appraisers so designated shall be experienced in accounting, business or real estate appraisal. The appraiser or appraisers shall determine the income approach value Fair Market Value of the Interest of each of the Limited Partner and the Special Limited Partner. The decision of the appraisers (if more than one) shall be made by the majority of such appraisers. The appraiser or appraisers shall render a written report setting forth the income approach value Fair Market Value of such Interests, which decision shall be rendered as expeditiously as possible by the appraiser or appraisers and which decision shall be final and binding upon the parties. The reasonable fees and expenses of the appraiser or appraisers shall be paid one-half by the General Partner and one-half by the Limited Partner. (c) Following determination of the income approach value of the Project, the General Partner shall have 30 days thereafter to determine whether the General Partner will purchase the Interests of the Limited Partner and the Special Limited Partner. The purchase price shall equal 20% of the appraised value as determined above less repayment of all loans and accrued fees described in 11.2(a) and 11.2(b). The General Partner shall exercise such right by written notice to the Limited Partner and the Special Limited Partner within such 30-day period, and if such right is not so exercised, the option shall lapse in its entirety. (d) If the General Partner determines to proceed with the purchase, the purchase price shall be paid in cash, within 90 days following the giving of the notice required by Section 9.12(c) and, in addition, interest shall be paid on the purchase price from the date of the GP Notice, payable with the purchase price, and calculated at the rate of interest set forth in Section 6.3 hereof.

Option to Acquire. After expiration of the Compliance Period, the General Partner Partners may give notice (the "“GP Notice"”) to the Limited Partner that it one or more of the General Partners desires to purchase the entire Interest of each of the Limited Partner and the Special Limited Partner in the PartnershipPartnership (the “Purchase Option”). Upon receipt by the Limited Partner Partner’s and the Special Limited Partner’s receipt of the GP Notice, the following events shall occur: (a) The purchase price of the Interests shall be the greater of (i) the aggregate of the Fair Market Value of the Interest of the Limited Partner and the Fair Market Value of the Interest of the Special Limited Partner or (ii) the “Tax Amount” as hereinafter defined. (b) The Limited Partner and the Special Limited Partner shall negotiate with the General Partner Designee for a period of 30 days after the GP Notice is received to agree upon the value Fair Market Value of their respective Interests. In the event an agreement is not reached within such 30-day period, then the General Partner Designee or the Special Limited Partner may request that value the Fair Market Value be determined in accordance with the process set forth below by sending notice (the "“Appraisal Notice"”) of same to the other party within 15 days of the expiration of the 30-day period. If an Appraisal Notice is not sent by either party within such 15-day period, then the General Partner's option Purchase Option shall expire. (bc) If the respective value Fair Market Value of the Interests of the Limited Partner and the Special Limited Partner are not agreed upon as provided above and either the General Partner Designee or the Special Limited Partner issues to the other Person an Appraisal Notice, then the value Fair Market Value of such Interests shall be determined by an appraisal utilizing the income approach methodappraisal. The appraisal shall be conducted by an independent appraiser satisfactory to the General Partner Partners’ designee and the Special Limited Partner or, in the event that a single independent appraiser cannot be agreed upon within 30 days following the date of the Appraisal Notice, the General Partner Designee and the Special Limited Partner shall each select an independent appraiser and the appraisers so selected shall select a third independent appraiser. All appraisers so designated shall be experienced in accounting, business or real estate appraisal. The appraiser or appraisers shall determine the income approach value Fair Market Value of the Interest of each of the Limited Partner and the Special Limited Partner. The decision of the appraisers (if more than one) shall be made by the majority of such appraisers. The appraiser or appraisers shall render a written report setting forth the income approach value Fair Market Value of such Interests, which decision shall be rendered as expeditiously as possible by the appraiser or appraisers and which decision shall be final and binding upon the parties. The reasonable fees and expenses of the appraiser or appraisers shall be paid one-half by the Exercising General Partner Partners and one-half by the Limited Partner. (c) Following determination of the income approach value of the Project, the General Partner shall have 30 days thereafter to determine whether the General Partner will purchase the Interests of the Limited Partner and the Special Limited Partner. The purchase price shall equal 20% of the appraised value as determined above less repayment of all loans and accrued fees described in 11.2(a) and 11.2(b). The General Partner shall exercise such right by written notice to the Limited Partner and the Special Limited Partner within such 30-day period, and if such right is not so exercised, the option shall lapse in its entirety. (d) If the General Partner determines to proceed with the purchase, the purchase price shall be paid in cash, within 90 days following the giving of the notice required by Section 9.12(c) and, in addition, interest shall be paid on the purchase price from the date of the GP Notice, payable with the purchase price, and calculated at the rate of interest set forth in Section 6.3 hereof.

Option to Acquire. After expiration of the Compliance Period, the General Partner may give notice (the "GP Notice") to the Limited Partner that it desires to purchase the entire Interest of each of the Limited Partner and the Special Limited Partner in the Partnership. Upon receipt by the Limited Partner and the Special Limited Partner, the following events shall occur: (a) The purchase price of the Interests shall be determined. The purchase price shall be the greater of (i) the aggregate of the Fair Market Value of the Interest of the Limited Partner and the Fair Market Value of the Interest of the Special Limited Partner or (ii) the "Tax Amount" as hereinafter defined. Notwithstanding the preceding, the purchase price shall be no less than the principal amount of all outstanding indebtedness secured by the Project. (b) The Limited Partner and the Special Limited Partner shall negotiate with the General Partner for a period of 30 days after the GP Notice is received to agree upon the value Fair Market Value of their respective Interests. In the event an agreement is not reached within such 30-day period, then the General Partner or the Special Limited Partner may request that value Fair Market Value be determined in accordance with the process set forth below by sending notice (the "Appraisal Notice") of same to the other party within 15 days of the expiration of the 30-day period. If an Appraisal Notice is not sent by either party within such 15-day period, then the General Partner's option shall expire. (bc) If the respective value Fair Market Value of the Interests of the Limited Partner and the Special Limited Partner are not agreed upon as provided above and either the General Partner or the Special Limited Partner issues to the other Person an Appraisal Notice, then the value Fair Market Value of such Interests shall be determined by an appraisal utilizing the income approach methodappraisal. The appraisal shall be conducted by an independent appraiser satisfactory to the General Partner and the Special Limited Partner or, in the event that a single independent appraiser cannot be agreed upon within 30 days following the date of the Appraisal Notice, the General Partner and the Special Limited Partner shall each select an independent appraiser and the appraisers so selected shall select a third independent appraiser. All appraisers so designated shall be experienced in accounting, business or real estate appraisal. The appraiser or appraisers shall determine the income approach value Fair Market Value of the Interest of each of the Limited Partner and the Special Limited Partner. The decision of the appraisers (if more than one) shall be made by the majority of such appraisers. The appraiser or appraisers shall render a written report setting forth the income approach value Fair Market Value of such Interests, which decision shall be rendered as expeditiously as possible by the appraiser or appraisers and which decision shall be final and binding upon the parties. The reasonable fees and expenses of the appraiser or appraisers shall be paid one-half by the General Partner and one-half by the Limited Partner. (c) Following determination of the income approach value of the Project, the General Partner shall have 30 days thereafter to determine whether the General Partner will purchase the Interests of the Limited Partner and the Special Limited Partner. The purchase price shall equal 20% of the appraised value as determined above less repayment of all loans and accrued fees described in 11.2(a) and 11.2(b). The General Partner shall exercise such right by written notice to the Limited Partner and the Special Limited Partner within such 30-day period, and if such right is not so exercised, the option shall lapse in its entirety. (d) If the General Partner determines to proceed with the purchase, the purchase price shall be paid in cash, within 90 days following the giving of the notice required by Section 9.12(c) and, in addition, interest shall be paid on the purchase price from the date of the GP Notice, payable with the purchase price, and calculated at the rate of interest set forth in Section 6.3 hereof.

Option to Acquire. After At any time after expiration of the Compliance Period, the General Partner may give notice (the "GP Notice") to the Limited Partner that it desires to purchase the entire Interest of each of the Limited Partner and the Special Limited Partner in the Partnership. Upon receipt by the Limited Partner and the Special Limited Partner, the following events shall occur: (a) The purchase price of the Interests shall be determined as of the date of the GP Notice. The purchase price shall be the greater of (i) the aggregate of the Fair Market Value of the Interest of the Limited Partner and the Fair Market Value of the Interest of the Special Limited Partner or (ii) the "Tax Amount" as hereinafter defined. The Fair Market Value of the Partnership shall be determined after reduction for repayment of all loans and accrued fees due under this Agreement. The parties hereto agree that the value of the Limited Partner's and Special Limited Partner's Interests shall be calculated by determining the amount that the Limited Partner and Special Limited Partner would receive upon the sale of the Project (i.e., the Limited Partner would receive 19.99% and the Special Limited Partner would receive 0.01% of the net amount equal to the appraised value less the amount of any outstanding debts and accrued fees). (b) The Limited Partner and the Special Limited Partner shall negotiate with the General Partner for a period of 30 days after the GP Notice is received to agree upon the value Fair Market Value of their respective Interests. In the event an agreement is not reached within such 30-30 day period, then the General Partner or the Special Limited Partner may request that value Fair Market Value be determined in accordance with the process set forth below by sending notice (the "Appraisal Notice") of same to the other party within 15 days of after the expiration of the 30-30 day period. If an Appraisal Notice is not sent by either party within such 15-15 day period, then the General Partner's option shall expire. (bc) If the respective value Fair Market Value of the Interests of the Limited Partner and the Special Limited Partner are not agreed upon as provided above and either the General Partner or the Special Limited Partner issues to the other Person an Appraisal Notice, then the value Fair Market Value of such Interests shall be determined by an appraisal utilizing the income approach methodappraisal. The appraisal shall be conducted by an independent appraiser satisfactory to the General Partner and the Special Limited Partner or, in the event that a single independent appraiser cannot be agreed upon within 30 days following the date of the Appraisal Notice, the General Partner and the Special Limited Partner shall each select an independent appraiser and the appraisers so selected shall select a third independent appraiser. All appraisers so designated shall be experienced in accounting, business or real estate appraisal. The appraiser or appraisers shall determine the income approach value Fair Market Value of the Interest of each of the Limited Partner and the Special Limited PartnerPartner and the parties hereto agree that the appraisal shall be based on the income valuation approach. The decision of the appraisers (if more than one) shall be made by the majority of such appraisers. The appraiser or appraisers shall render a written report setting forth the income approach value Fair Market Value of such Interests, which decision shall be rendered as expeditiously as possible by the appraiser or appraisers and which decision shall be final and binding upon the parties. The reasonable fees and expenses of the appraiser or appraisers shall be paid one-half by the General Partner and one-half by the Limited Partner. (c) Following determination . For purposes of this calculation, the amount of the income approach value of the Project, the General Partner replacement reserve or any other reserves required hereunder shall have 30 days thereafter to determine whether the General Partner will purchase the Interests of the Limited Partner and the Special Limited Partner. The purchase price shall equal 20% of the appraised value as determined above less repayment of all loans and accrued fees described not be taken into account in 11.2(a) and 11.2(b). The General Partner shall exercise such right by written notice to the Limited Partner and the Special Limited Partner within such 30-day period, and if such right is not so exercised, the option shall lapse in its entiretydetermining Fair Market Value. (d) If the General Partner determines to proceed with the purchase, the purchase price shall be paid in cash, within 90 days following the giving of the notice required by Section 9.12(c) and, in addition, interest shall be paid on the purchase price from the date of the GP Notice, payable with the purchase price, and calculated at the rate of interest set forth in Section 6.3 hereof.