Partnership Option. If the General Partner does not exercise its option to purchase all of the interest under Section 10.3(a), for thirty (30) days after the expiration of the General Partner's option or notice of the intention not to exercise the option as to all or part of the interest, whichever occurs earlier, the Partnership shall have an option to redeem all or any part of the remaining interest subject to this option at the price and on the terms provided in Article 11.
Partnership Option. During the Option Period but after the Class A Option Period, the Partnership will have the exclusive right and option, but not the obligation, to elect to purchase all or any portion of the Offered Interest to the extent the Class A Limited Partner elects not to purchase as provided in Section 8.5(a) at the price and on the terms determined under Sections 8.16 and 8.17. If the Partnership desires to exercise its option, as determined by the General Partner, to purchase the Offered Interests, then no later than 11:59 P.M. Austin, Texas time on the thirtieth (30th) day before the Option Period ends, the Partnership must deliver written notice to the Offering Partner and the other Partners which will indicate (i) the number or percentage, if any, of the Offered Interests that the Partnership, by determination of the General Partner, has elected to purchase and (ii) the number of Offered Interests that the Partnership has not elected to purchase and that are available for purchase by the other Partners.
Partnership Option. (a) The applicable Sellers hereby covenant and agree at Sellers' sole cost and expense with Buyer (i) to deliver an Exercise Notice (as defined in the Partnership Agreement) with respect to the Purchase Option (as defined in the Partnership Agreement) as soon as reasonably practicable on or after December 10, 1997 (but in any event, prior to the end of the Purchase Option Exercise Period (as defined in the Partnership Agreement)); (ii) to effect the Purchase Option closing as soon as reasonably practicable after delivery of the Exercise Notice (but in any event, prior to the end of the Purchase Option Closing Period (as defined in the Partnership Agreement)); and (iii) immedi ately following the Purchase Option closing (and without payment of further consideration from Buyer), to execute and deliver to Buyer an Assignment of Partnership Interest conveying to Buyer a ten percent (10%) interest in the Partnership free and clear of any defects, liens, encumbrances or claims of any kind (and Buyer agrees to execute and deliver to such Sellers such Assignment of Partnership Interest and to grant any waivers under the Partnership Agreement that are necessary to permit such assignment).
Partnership Option. On receipt of the Transfer Notice, the Partnership will have the exclusive right and option, exercisable at any time during a period of thirty (30) days from the date of the Transfer Notice, to purchase any of the Offered Interests upon the same terms and conditions as contained in the Transfer Notice. If the consideration for the Offered Interests from the third Person is for consideration other than money, the Partnership may substitute, for the other consideration, an amount of money equivalent to the lesser of (i) the fair market value of the other consideration, or (ii) the fair market value of the Offered Interests, in each case as determined by the General Partner. The good faith determination of fair market value by the General Partner shall be conclusive and binding, absent manifest error. If the Partnership decides to exercise its option to purchase any of the Offered Interests, it will give written notice to that effect to the Transferring Limited Partner. The right of the Partnership to exercise its option to purchase is subject to the laws of the State of Delaware governing the rights of a limited partnership to purchase its own limited partnership interests.
Partnership Option. The Majority of Interests of the Remaining Partners may vote that it is in the best interest of the Partnership for the Partnership to purchase the Interest of the Retiring Partner, in which case the Retiring Partner shall sell such Interest to the Partnership as provided in Section 8.3(3). Such vote of the Remaining Partners shall be made in accordance with Section 8.1 and such vote shall occur within forty-five (45) days of the date on which the Retiring Partner delivers the Tender to the General Partners. The Partnership's option to purchase shall be exercised by giving written notice to the Retiring Partner, which notice shall be signed by the Majority of Interests which voted in favor of the purchase by the Partnership.
Partnership Option. Within forty-five (45) days after the receipt of the Notice, the Remaining Partners may vote, by a Majority of Interests of the Remaining Partners, that it is in the best interest of the Partnership for the Partnership to purchase the Interest of the Assigning Partner on the same terms and conditions as the Offer, or, at the election of the Remaining Partners, at the purchase price and upon such terms as provided in Article 12 hereof, regardless of the terms of such Offer, in which case the Valuation Date shall be the end of the month preceding the Notice. If the Partnership elects to purchase such Interest of the Assigning Partner, the Assigning Partner shall sell such Interest to the Partnership consistent with either the terms and conditions of the Offer or in accordance with Article 12, as the Partnership may elect, which shall be set forth in the Notice. Such vote of the Remaining Partners shall be made in accordance with Section 8.1 and such vote shall occur within ninety (90) days from the date of the Notice. The Partnership’s option to purchase shall be exercised by giving written notice to the Assigning Partner.
