Common use of Payment to Terminated General Partner Clause in Contracts

Payment to Terminated General Partner. Upon the occurrence of a terminating event, if such terminating event relates to a General Partner who is the last remaining original General Partner and if the business of the Partnership is continued, as aforesaid, the terminated General Partner shall be entitled to receive from the Partnership the then present value of his allocated interest in Net Profits, Net Losses, and Distributions of Distributable Cash From Operations, upon liquidation determined by agreement of the terminated General Partner and the acquiring General Partner or Partners, or, if they cannot agree, by arbitration in accordance with the then current rules of the American Arbitration Association. The expense of such arbitration shall be borne equally by the Partnership and the General Partners. For this purpose, the fair market value of the interest of the terminated General Partner shall be deemed to be the amount the terminated General Partner would receive upon dissolution and termination of the Partnership under Section 9.02, assuming (a) such dissolution or termination occurred on the date of the dissolving event specified above, and (b) the assets of the Partnership were sold for their then fair market value without compulsion of the Partnership to sell such assets. The Partnership forthwith either shall (a) pay to the terminated General Partner an amount in cash equal to eighty percent (80%) of the present fair market value of the interest so determined, and such payment when made shall constitute complete and full discharge of all amounts to which the terminated General Partner is entitled for such interest, or (b) execute and deliver to the terminated General Partner a promissory note of the Partnership, payable to the order of the terminated General Partner, which promissory note shall include the following provisions: (i) be in a principal amount equal to ninety percent (90%) of the present fair market value of the interest so determined; (ii) interest to accrue on unpaid principal at the rate of six percent (6%) per annum; (iii) principal and any unpaid accrued interest shall be payable during the term of the note from and to the extent of all Distributable Cash From Operations, provided such payments shall be due at the time and from time to time as such Distributable Cash From Operations are realized, provided further that payments otherwise due on account of Distributable Cash From Operations shall be payable annually within fifteen (15) days following the end of the fiscal quarter in which the same are realized: (iv) the remaining unpaid principal balance and unpaid accrued interest on such note are due and payable ten years from the date of such terminating event; and (v) such other provisions as would be usual and customary in a commercial promissory note, including the right of the holder upon default to accelerate otherwise unmatured installments and to recover costs of collection including reasonable attorneys’ fees.

Payment to Terminated General Partner. Upon the occurrence of a terminating event, if such terminating event relates to a General Partner who is the last remaining original General Partner and if the business of the Partnership is continued, as aforesaid, the terminated Terminated General Partner shall be entitled to receive from the Partnership the then present fair market value of his allocated interest in Net Profits, Net Losses, and Distributions of Distributable Cash From OperationsAvailable for Distribution, surplus Funds upon liquidation liquidation, determined by agreement of the terminated Terminated General Partner and the acquiring General Partner or PartnersPartnership, or, if they cannot agree, by arbitration in accordance with the then current rules of the American Arbitration Association. The expense of such arbitration shall be borne equally by the Partnership and the General Partners. For this purpose, the fair market value of the interest of the terminated Terminated General Partner shall be deemed to be the amount the terminated Terminated General Partner would receive upon dissolution and termination of the Partnership under Section 9.02, assuming (a) such dissolution or termination occurred on the date of the dissolving event specified above, and (b) the assets of the Partnership were sold for their then fair market value without compulsion of the Partnership to sell such assets. The Partnership forthwith either shall (a) pay to the terminated General Partner an amount in cash equal to eighty percent (80%) of the present fair market value of the interest so determined, and such payment when made shall constitute complete and full discharge of all amounts to which the terminated General Partner is entitled for such interest, or (b) execute and deliver to the terminated Terminated General Partner a promissory note of the Partnership, payable to the order of the terminated Terminated General Partner, which promissory note shall include the following provisions: (i) be in a principal amount equal to ninety percent (90%) of the present fair market value of the interest so determined; (ii) bearing interest to accrue on unpaid principal at a rate per annum which is the lesser of two percent over the prime rate of six the Bank of America, NT&SA or ten percent (6%) per annum; (iii) , principal and any all unpaid accrued interest shall be payable during the term of the note from and to the extent of all Distributable Cash From Operations, provided such payments shall be due at the time and from time to time as such Distributable Cash From Operations are realized, provided further that payments otherwise due on account of Distributable Cash From Operations shall be payable annually within fifteen (15) days following the end of the fiscal quarter in which the same are realized: (iv) equal annual installments with the remaining unpaid principal balance and unpaid accrued interest on such the promissory note are to be due and payable ten five years from the date of such terminating event; , and (viii) such other provisions as would be usual and customary in a commercial promissory note, including the right of the holder upon default to accelerate otherwise unmatured installments and to recover costs of collection including reasonable attorneys’ attorney's fees. Notwithstanding the foregoing, where the termination is voluntary, the method of payment will be by a noninterest bearing unsecured promissory note with principal payable, if at all, from distributions which the Terminated General Partner otherwise would have received under the partnership agreement had the General Partner not terminated.

Payment to Terminated General Partner. Upon the occurrence of a terminating event, if such terminating event relates to a General Partner who is the last remaining original General Partner and if the business of the Partnership is continued, as aforesaid, the terminated Terminated General Partner shall be entitled to receive from the Partnership the then present fair market value of his allocated interest in Net Profits, Net Losses, and Distributions of Distributable Cash From OperationsAvailable for Distribution, surplus Funds upon liquidation liquidation, determined by agreement of the terminated Terminated General Partner and the acquiring General Partner or PartnersPartnership, or, if they cannot agree, by arbitration in accordance with the then current rules of the American Arbitration Association. The expense of such arbitration shall be borne equally by the Partnership and the General Partners. For this purpose, the fair market value of the interest of the terminated Terminated General Partner shall be deemed to be the amount the terminated Terminated General Partner would receive upon dissolution and termination of the Partnership under Section 9.02, assuming (a) such dissolution or termination occurred on the date of the dissolving event specified above, and (b) the assets of the Partnership were sold for their then fair market value without compulsion of the Partnership to sell such assets. The Partnership forthwith either shall (a) pay to the terminated General Partner an amount in cash equal to eighty percent (80%) of the present fair market value of the interest so determined, and such payment when made shall constitute complete and full discharge of all amounts to which the terminated General Partner is entitled for such interest, or (b) execute and deliver to the terminated Terminated General Partner a promissory note of the Partnership, payable to the order of the terminated Terminated General Partner, which promissory note shall include the following provisions: (i) be in a principal amount equal to ninety percent (90%) of the present fair market value of the interest so determined; (ii) bearing interest to accrue on unpaid principal at a rate per annum which is the lesser of two percent over the prime rate of six the Bank of America, NT&SA or ten percent (6%) per annum; (iii) , principal and any all unpaid accrued interest shall be payable during the term of the note from and to the extent of all Distributable Cash From Operations, provided such payments shall be due at the time and from time to time as such Distributable Cash From Operations are realized, provided further that payments otherwise due on account of Distributable Cash From Operations shall be payable annually within fifteen (15) days following the end of the fiscal quarter in which the same are realized: (iv) equal annual installments with the remaining unpaid principal balance and unpaid accrued interest on such the promissory note are to be due and payable ten five years from the date of such terminating event; , and (viii) such other provisions as would be usual and customary in a commercial promissory note, including the right of the holder upon default to accelerate otherwise unmatured installments and to recover costs of collection including reasonable attorneys’ attorney's fees. Notwithstanding the foregoing, where the termination is voluntary, the method of payment will be by a non-interest bearing unsecured promissory note with principal payable, if at all, from distributions which the Terminated General Partner otherwise would have received under the partnership agreement had the General Partner not terminated.

Payment to Terminated General Partner. Upon the occurrence of a terminating event, if such terminating event relates to a General Partner who is the last remaining original General Partner and if the business of the Partnership is continued, as aforesaid, the terminated General Partner shall be entitled to receive from the Partnership the then present value of his allocated interest in Net Profits, Net Losses, and Distributions of Distributable Cash From Operations, upon liquidation determined by agreement of the terminated General Partner and the acquiring General Partner or Partners, or, if they cannot agree, by arbitration in accordance with the then current rules of the American Arbitration Association. The expense of such arbitration shall be borne equally by the Partnership and the General Partners. For this purpose, the fair market value of the interest of the terminated General Partner shall be deemed to be the amount the terminated General Partner would receive upon dissolution and termination of the Partnership under Section 9.02, assuming (a) such dissolution or termination occurred on the date of the dissolving event specified above, and (b) the assets of the Partnership were sold for their then fair market value without compulsion of the Partnership to sell such assets. The Partnership forthwith either shall (a) pay to the terminated General Partner an amount in cash equal to eighty percent (80%) of the present fair market value of the interest so determined, and such payment when made shall constitute complete and full discharge of all amounts to which the terminated General Partner is entitled for such interest, or (b) execute and deliver to the terminated General Partner a promissory note of the Partnership, payable to the order of the terminated General Partner, which promissory note shall include the following provisions: (i) be in a principal amount equal to ninety percent (90%) of the present fair market value of the interest so determined; , (ii) interest to accrue on unpaid principal at the rate of six percent (6%) per annum; , (iii) principal and any unpaid accrued interest shall be payable during the term of the note from and to the extent of all Distributable Cash From Operations, provided such payments shall be due at the time and from time to time as such Distributable Cash From Operations are realized, provided further that payments otherwise due on account of Distributable Cash From Operations shall be payable annually within fifteen (15) days following the end of the fiscal quarter in which the same are realized: , (iv) the remaining unpaid principal balance and unpaid accrued interest on such note are due and payable ten years from the date of such terminating event; , and (v) such other provisions as would be usual and customary customer in a commercial promissory note, including the right of the holder upon default to accelerate otherwise unmatured installments and to recover costs of collection including reasonable attorneys’ fees.

Payment to Terminated General Partner. Upon the occurrence of a terminating event, if such terminating event relates to a General Partner who is the last remaining original General Partner and if the business of the Partnership is continued, as aforesaid, the terminated Terminated General Partner shall be entitled to receive from the Partnership the then present fair market value of his allocated interest in Net Profits, Net Losses, and Distributions of Distributable Cash From OperationsAvailable for Distribution, surplus Funds upon liquidation liquidation, determined by agreement of the terminated Terminated General Partner and the acquiring General Partner or PartnersPartnership, or, if they cannot agree, by arbitration in accordance with the then current rules of the American Arbitration Association. The expense of such arbitration shall be borne equally by the Partnership and the General Partners. For this purpose, the fair market value of the interest of the terminated Terminated General Partner shall be deemed to be the amount the terminated Terminated General Partner would receive upon dissolution and termination of the Partnership under Section 9.02, assuming (a) such dissolution or termination occurred on the date of the dissolving event specified above, and (b) the assets of the Partnership were sold for their then fair market value without compulsion of the Partnership to sell such assets. The Partnership forthwith either shall (a) pay to the terminated General Partner an amount in cash equal to eighty percent (80%) of the present fair market value of the interest so determined, and such payment when made shall constitute complete and full discharge of all amounts to which the terminated General Partner is entitled for such interest, or (b) execute and deliver to the terminated Terminated General Partner a promissory note of the Partnership, payable to the order of the terminated Terminated General Partner, which promissory note shall include the following provisions: (i) be in a principal amount equal to ninety percent (90%) of the present fair market value of the interest so determined; (ii) bearing interest to accrue on unpaid principal at a rate per annum which is the lesser of two percent over the prime rate of six the Bank of America, NT&SA or ten percent (6%) per annum; (iii) , principal and any all unpaid accrued interest shall be payable during the term of the note from and to the extent of all Distributable Cash From Operations, provided such payments shall be due at the time and from time to time as such Distributable Cash From Operations are realized, provided further that payments otherwise due on account of Distributable Cash From Operations shall be payable annually within fifteen (15) days following the end of the fiscal quarter in which the same are realized: (iv) equal annual installments with the remaining unpaid principal balance and unpaid accrued interest on such the promissory note are to be due and payable ten five years from the date of such terminating event; , and (viii) such other provisions as would be usual and customary in a commercial promissory note, including the right of the holder upon default to accelerate otherwise unmatured installments and to recover costs of collection including reasonable attorneys’ attorney's fees. Notwithstanding the foregoing. where the termination is voluntary, the method of payment will be by a non-interest bearing unsecured promissory note with principal payable, if at all, from distributions which the Terminated General Partner otherwise would have received under the partnership agreement had the General Partner not terminated.

Payment to Terminated General Partner. Upon the occurrence of a terminating event, if such terminating event relates to a General Partner who is the last remaining original General Partner and if the business of the Partnership is continued, as aforesaid, the terminated Terminated General Partner shall be entitled to receive from the Partnership the then present fair market value of his allocated interest in Net Profits, Net Losses, and Distributions of Distributable Cash From OperationsAvailable for Distribution, surplus Funds upon liquidation Liquidation, determined by agreement of the terminated Terminated General Partner and the acquiring General Partner or PartnersPartnership, or, if they cannot agree, by arbitration in accordance with the then current rules of the American Arbitration Association. The expense of such arbitration shall be borne equally by the Partnership and the General Partners. For this purpose, the fair market value of the interest of the terminated Terminated General Partner shall be deemed to be the amount the terminated Terminated General Partner would receive upon dissolution and termination of the Partnership under Section 9.02, assuming (a) such dissolution or termination occurred on the date of the dissolving event specified above, and (b) the assets of the Partnership were sold for their then fair market value without compulsion of the Partnership to sell such assets. The Partnership forthwith either shall (a) pay to the terminated General Partner an amount in cash equal to eighty percent (80%) of the present fair market value of the interest so determined, and such payment when made shall constitute complete and full discharge of all amounts to which the terminated General Partner is entitled for such interest, or (b) execute and deliver to the terminated Terminated General Partner a promissory note of the Partnership, payable to the order of the terminated Terminated General Partner, which promissory note shall include the following provisions: (i) be in a principal amount equal to ninety percent (90%) of the present fair market value of the interest so determined; (ii) bearing interest to accrue on unpaid principal at a rate per annum which is the lesser of two percent over the prime rate of six the Bank of America, NT&SA or ten percent (6%) per annum; (iii) , principal and any all unpaid accrued interest shall be payable during the term of the note from and to the extent of all Distributable Cash From Operations, provided such payments shall be due at the time and from time to time as such Distributable Cash From Operations are realized, provided further that payments otherwise due on account of Distributable Cash From Operations shall be payable annually within fifteen (15) days following the end of the fiscal quarter in which the same are realized: (iv) equal annual installments with the remaining unpaid principal balance and unpaid accrued interest on such the promissory note are to be due and payable ten five years from the date of such terminating event; , and (viii) such other provisions as would be usual and customary in a commercial promissory note, including the right of the holder upon default to accelerate otherwise unmatured installments and to recover costs of collection including reasonable attorneys’ attorney's fees. Notwithstanding the foregoing, where the termination is voluntary, the method of payment will be by a non-interest bearing unsecured promissory note with principal payable, if at all, from distributions which the Terminated General Partner otherwise would have received under the partnership agreement had the General Partner not terminated.

Payment to Terminated General Partner. Upon the occurrence of a terminating event, if such terminating event relates to a General Partner who is the last remaining original General Partner and if the business of the Partnership is continued, as aforesaid, the terminated Terminated General Partner shall be entitled to receive from the Partnership the then present fair market value of his allocated interest in Net Profits, Net Losses, and Distributions of Distributable Cash From OperationsAvailable for Distribution, surplus Funds upon liquidation liquidation, determined by agreement of the terminated Terminated General Partner and the acquiring General Partner or PartnersPartnership, or, if they cannot agree, by arbitration in accordance with the then current rules of the American Arbitration Association. The expense of such arbitration shall be borne equally by the Partnership and the General Partners. For this purpose, the fair market value of the interest of the terminated Terminated General Partner shall be deemed to be the amount the terminated Terminated General Partner would receive upon dissolution and termination of the Partnership under Section 9.02, assuming (a) such dissolution or termination occurred on the date of the dissolving event specified above, and (b) the assets of the Partnership were sold for their then fair market value without compulsion of the Partnership to sell such assets. The Partnership forthwith either shall (a) pay to the terminated Terminated General Partner an amount in cash equal to eighty percent (80%) of the present fair market value of the interest so determined, and such payment when made shall constitute complete and full discharge of all amounts to which the terminated Terminated General Partner is entitled for such interest, or (b) execute and deliver to the terminated Terminated General Partner a promissory note of the Partnership, payable to the order of the terminated Terminated General Partner, which promissory note shall include the following provisions: (i) be in a principal amount equal to ninety percent (90%) of the present fair market value of the interest so determined; (ii) bearing interest to accrue on unpaid principal at a rate per annum which is the lesser of two percent over the prime rate of six the Bank of America, NT&SA or ten percent (6%) per annum; (iii) , principal and any all unpaid accrued interest shall be payable during the term of the note from and to the extent of all Distributable Cash From Operations, provided such payments shall be due at the time and from time to time as such Distributable Cash From Operations are realizedtime, provided further that payments otherwise due on account of Distributable Cash From Operations shall be payable annually within fifteen (15) days following the end of the fiscal quarter in which the same are realized: (iv) with the remaining unpaid principal balance and unpaid accrued interest on such the promissory note are to be due and payable ten five years from the date of such terminating event; , and (viii) such other provisions as would be usual and customary in a commercial promissory note, including the right of the holder upon default to accelerate otherwise unmatured installments and to recover costs of collection including reasonable attorneys’ attorney's fees. Notwithstanding the foregoing, where the termination is voluntary, the method of payment will be by a non-interest bearing unsecured promissory note with principal payable, if at all, from distributions which the Terminated General Partner otherwise would have received under the partnership agreement had the General Partner not terminated.