PURCHASE RIGHT UPON DISSOLUTION Sample Clauses

PURCHASE RIGHT UPON DISSOLUTION. If an Electing Party (in ------------------------------- the case of Section 10.01(b)) or Cummins Holding (in the case of Section 10.01(c)) elects to acquire the other Partner's interest in the Partnership pursuant to Section 10.04(b), the Electing Party (in the case of Section ---------------- 10.01(b)) or Cummins Holding (in the case of Section 10.01(c)) shall give written notice of such election to the other Partner within 60 days after the date of dissolution. If the capital accounts of the Partners are equal, the purchase price for such interest shall be the agreed upon fair market value of the Partnership assets less the Partnership liabilities multiplied by 50%. If the capital accounts of the Partners are unequal, the price shall be the agreed upon fair market value of the Partnership assets less the Partnership liabilities multiplied by a fraction, the numerator of which is the capital account of the non-electing Partner (in the case of Section 10.01(b)) or Case Holding (in the case of an election by Cummins Holding under Section 10.01(c)) and the denominator of which is the sum of the capital accounts of both Partners. The Electing Party (in the case of Section 10.01(b)) or Cummins Holding (in the case of Section 10.01(c)) shall continue the business of the Partnership until the purchase price has been determined. As of the date of agreement on such price and terms of payment, such other Partner causing the dissolution shall immediately cease to be a Partner in the Partnership and shall have no interest in the assets of the Partnership, either as a Partner or otherwise, except to receive payment of such price and, unless the other Partner is a Defaulting Party under Section 10.01(b)(iii), the Electing Party (in the case of Section --------------------- 10.01(b)) or Cummins Holding (in the case of Section 10.01(c)) shall continue the business of the Partnership to manufacture, assemble, test and sell Licensed Engines, Components and Service Parts to such other Partner and its Affiliates to the extent required under any then existing purchase contracts between the Partnership and such other Partner or its Affiliates. If there is no agreement on such price and terms of payment within 12 months from the date of notice given pursuant to this Section 10.07 after good faith negotiations, the Electing ------------- Party (in the case of Section 10.01(b)) or Cummins Holding (in the case of Section 10.01(c)) shall proceed with winding up and liquidation in ...