Common use of Option to Purchase Partnership Interest Clause in Contracts

Option to Purchase Partnership Interest. Upon the occurrence of a Call Event with respect to any Limited Partner (along with, as applicable, such Limited Partner’s representative, executor, trustee or custodian, an “Affected Limited Partner”), the Partnership shall have the right and option, but not the obligation, to purchase the Partnership Interest and Partnership Units of the Affected Limited Partner (the “Affected Interest”) at any time from and after the occurrence of the applicable Call Event for the Fair Market Value of the Affected Interest as of the date that an Exercise Notice (as hereinafter defined) has been delivered by the General Partner to the Affected Limited Partner and upon the terms and conditions set forth in this Article X. The General Partner shall, in its sole and absolute discretion, determine whether and when to exercise the foregoing option for and on behalf of the Partnership and, if the General Partner determines to exercise such option, it shall deliver notice to that effect (an “Exercise Notice”) to the Affected Limited Partner. Upon the delivery and receipt of an Exercise Notice hereunder, the Partnership shall be required to purchase and redeem from the Affected Limited Partner, and the Affected Limited Partner shall be obligated to sell to the Partnership, the Affected Interest for the purchase price determined pursuant to Section 10.02 hereof and pursuant to the terms and conditions set forth in Section 10.04.