Common use of Purchase Option Upon Bankruptcy of a Partner Clause in Contracts

Purchase Option Upon Bankruptcy of a Partner. Upon the Bankruptcy -------------------------------------------- of a Partner, any other Partner that is not a Defaulting Partner or Bankrupt (a "Nonbankrupt Partner") shall have the right, but not the obligation, by notice given to all the Partners within 45 days after such Nonbankrupt Partner obtains actual knowledge of the occur rence of such Bankruptcy, to elect to purchase or cause its Designee to purchase all or a portion of its pro rata share (based on the relative Sharing Percentages of the Nonbank rupt Partners) of the Bankrupt Partner's Interest. If any Nonbankrupt Partner elects not to purchase its pro rata portion, the remaining Nonbankrupt Partners, if any, will have the right to elect to purchase the portion declined. Unless the entire Interest of the Bankrupt Partner is purchased pursuant to this Section 8.3, no portion of its Interest shall be purchased. If the Nonbankrupt Partners purchase the entire Interest of the Bankrupt Partner, the business of the Partnership shall be continued as a succes sor business entity without liquidation of the Partnership's affairs. The purchase price payable for the Bankrupt Partner's Interest pursuant to this Section 8.3 shall be 100% of the product of the Fair Market Value of the Partner ship times such Bankrupt Partner's Sharing Percentage. To the extent there is any disagreement among the Partners as to the value of the Bankrupt Partner's Interest, such dispute shall be determined by an Appraiser selected jointly by the Nonbankrupt Partners, on the one hand, and the Bankrupt Partner, on the other hand. If the Partners are not able to agree on an Appraiser, the Nonbankrupt Partners shall jointly select an Appraiser and the Bankrupt Partner shall select an Appraiser and the Appraisers so selected shall jointly select a third Appraiser, and the Appraiser so selected shall be the Appraiser for purposes of determining the value of such Interest; provided, that if the Bankrupt Partner shall fail to select an -------- Appraiser, the Appraiser selected by the Nonbankrupt Partners shall be the Appraiser for purposes of determining the value of such Interest. If more than one eligible Partner elects to purchase a Bankrupt Partner's Interest pursuant to this Section but any Partner -81- fails to tender its share of the purchase price therefor at the closing, then the tendering Partner(s) may elect to purchase the Interest that was to be purchased by such nontendering Partner and shall have an additional 15 days in which to tender payment for the share of the Bankrupt Part ner's Interest that was to be purchased by the nontendering Partner(s). Any such election by the tendering Partner(s) shall not excuse the default by the nontendering party.

Purchase Option Upon Bankruptcy of a Partner. Upon the Bankruptcy -------------------------------------------- of a Partner, any other Partner that is not a Defaulting Partner or Bankrupt (a "“Nonbankrupt Partner"”) shall have the right, but not the obligation, by notice given to all the Partners within 45 days after such Nonbankrupt Partner obtains actual knowledge of the occur rence occurrence of such Bankruptcy, to elect to purchase or cause its Designee to purchase all or a portion of its pro rata share (based on the relative Sharing Percentages of the Nonbank rupt Nonbankrupt Partners) of the Bankrupt Partner's ’s Interest. If any Nonbankrupt Partner elects not to purchase its pro rata portion, the remaining Nonbankrupt Partners, if any, will have the right to elect to purchase the portion declined. Unless the entire Interest of the Bankrupt Partner is purchased pursuant to this Section 8.3, no portion of its Interest shall be purchased. If the Nonbankrupt Partners purchase the entire Interest of the Bankrupt Partner, the business of the Partnership shall be continued as a succes sor successor business entity without liquidation of the Partnership's ’s affairs. The purchase price payable for the Bankrupt Partner's ’s Interest pursuant to this Section 8.3 shall be 100% of the product of the Fair Market Value of the Partner ship Partnership times such Bankrupt Partner's ’s Sharing Percentage. To the extent there is any disagreement among the Partners as to the value of the Bankrupt Partner's ’s Interest, such dispute shall be determined by an Appraiser selected jointly by the Nonbankrupt Partners, on the one hand, and the Bankrupt Partner, on the other hand. If the Partners are not able to agree on an Appraiser, the Nonbankrupt Partners shall jointly select an Appraiser and the Bankrupt Partner shall select an Appraiser and the Appraisers so selected shall jointly select a third Appraiser, and the Appraiser so selected shall be the Appraiser for purposes of determining the value of such Interest; providedprovided that, that if the Bankrupt Partner shall fail to select an -------- Appraiser, the Appraiser selected by the Nonbankrupt Partners shall be the Appraiser for purposes of determining the value of such Interest. If more than one eligible Partner elects to purchase a Bankrupt Partner's ’s Interest pursuant to this Section but any Partner -81- fails to tender its share of the purchase price therefor at the closing, then the tendering Partner(s) may elect to purchase the Interest that was to be purchased by such nontendering Partner and shall have an additional 15 days in which to tender payment for the share of the Bankrupt Part ner's Partner’s Interest that was to be purchased by the nontendering Partner(s). Any such election by the tendering Partner(s) shall not excuse the default by the nontendering party.

Purchase Option Upon Bankruptcy of a Partner. Upon the Bankruptcy -------------------------------------------- of a Partner, any other Partner that is not a Defaulting Partner or Bankrupt (a "Nonbankrupt Partner") shall have the right, but not the obligation, by notice given to all the Partners within 45 days after such Nonbankrupt Partner obtains actual knowledge of the occur rence occurrence of such Bankruptcy, to elect to purchase or cause its Designee to purchase all or a portion of its pro rata share (based on the relative Sharing Percentages of the Nonbank rupt Nonbankrupt Partners) of the Bankrupt Partner's Interest. If any Nonbankrupt Partner elects not to purchase its pro rata portion, the remaining Nonbankrupt Partners, if any, will have the right to elect to purchase the portion declined. Unless the entire Interest of the Bankrupt Partner is purchased pursuant to this Section 8.3, no portion of its Interest shall be purchased. If the Nonbankrupt Partners purchase the entire Interest of the Bankrupt Partner, the business of the Partnership shall be continued as a succes sor successor business entity without liquidation of the Partnership's affairs. The purchase price payable for the Bankrupt Partner's Interest pursuant to this Section 8.3 shall be 100% of the product of the Fair Market Value of the Partner ship times such Bankrupt Partner's Sharing Percentage. To the extent there is any disagreement among the Partners as to the value of the Bankrupt Partner's Interest, such dispute shall be determined by an Appraiser selected jointly by the Nonbankrupt Partners, on the one hand, and the Bankrupt Partner, on the other hand. If the Partners are not able to agree on an Appraiser, the Nonbankrupt Partners shall jointly select an Appraiser and the Bankrupt Partner shall select an Appraiser and the Appraisers so selected shall jointly select a third Appraiser, and the Appraiser so selected shall be the Appraiser for purposes of determining the value of such Interest; provided, that if the -------- Bankrupt Partner shall fail to select an -------- Appraiser, the Appraiser selected by the Nonbankrupt Partners shall be the Appraiser for purposes of determining the value of such Interest. If more than one eligible Partner elects to purchase a Bankrupt Partner's Interest pursuant to this Section but any Partner -81- fails to tender its share of the purchase price therefor at the closing, then the tendering Partner(s) may elect to purchase the Interest that was to be purchased by such nontendering Partner and shall have an additional 15 days in which to tender payment for the share of the Bankrupt Part nerPartner's Interest that was to be purchased by the nontendering Partner(s). Any such election by the tendering Partner(s) shall not excuse the default by the nontendering party.

Purchase Option Upon Bankruptcy of a Partner. Upon the Bankruptcy -------------------------------------------- of a Partner, any other Partner that is not a Defaulting Partner or Bankrupt (a "Nonbankrupt Partner") shall have the right, but not the obligation, by notice given to all the Partners within 45 days after such Nonbankrupt Partner obtains actual knowledge of the occur rence occurrence of such Bankruptcy, to elect to purchase or cause its Designee to purchase all or a portion of its pro rata share (based on the relative Sharing Percentages of the Nonbank rupt Nonbankrupt Partners) of the Bankrupt Partner's Interest. If any Nonbankrupt Partner elects not to purchase its pro rata portion, the remaining Nonbankrupt Partners, if any, will have the right to elect to purchase the portion declined. Unless the entire Interest of the Bankrupt Partner is purchased pursuant to this Section 8.3, no portion of its Interest shall be purchased. If the Nonbankrupt Partners purchase the entire Interest of the Bankrupt Partner, the business of the Partnership shall be continued as a succes sor successor business entity without liquidation of the Partnership's affairs. The purchase price payable for the Bankrupt Partner's Interest pursuant to this Section 8.3 shall be 100% of the product of the Fair Market Value of the Partner ship Partnership times such Bankrupt Partner's Sharing Percentage. To the extent there is any disagreement among the Partners as to the value of the Bankrupt Partner's Interest, such dispute shall be determined by an Appraiser selected jointly by the Nonbankrupt Partners, on the one hand, and the Bankrupt Partner, on the other hand. If the Partners are not able to agree on an Appraiser, the Nonbankrupt Partners shall jointly select an Appraiser and the Bankrupt Partner shall select an Appraiser and the Appraisers so selected shall jointly select a third Appraiser, and the Appraiser so selected shall be the Appraiser for purposes of determining the value of such Interest; provided, that if the Bankrupt Partner shall fail to -------- select an -------- Appraiser, the Appraiser selected by the Nonbankrupt Partners shall be the Appraiser for purposes of determining the value of such Interest. If more than one eligible Partner elects to purchase a Bankrupt Partner's Interest pursuant to this Section but any Partner -81- fails to tender its share of the purchase price therefor at the closing, then the tendering Partner(s) may elect to purchase the Interest that was to be purchased by such nontendering Partner and shall have an additional 15 days in which to tender payment for the share of the Bankrupt Part nerPartner's Interest that was to be purchased by the nontendering Partner(s). Any such election by the tendering Partner(s) shall not excuse the default by the nontendering party.