Common use of Sale of Former General Partner's Interest Clause in Contracts

Sale of Former General Partner's Interest. If a successor General Partner is approved pursuant to Sections 13.1 or 14.2 or the proviso to Section 14.1, such successor shall purchase the GP Interest of the former General Partner for an amount in cash equal to the fair market value thereof, determined as of the date the successor General Partner is admitted pursuant to Section 12.3. The fair market value of the GP Interest shall include the value of all rights associated with being the General Partner. The value of the GP Interest shall be reduced by the value of the assumption by the successor General Partner or its Affiliate of the obligations of the General Partner and its Affiliates pursuant to Section 13.1(b)(iii). Such fair market value shall be determined by agreement between the former General Partner and its successor or, failing agreement within 30 days after the date the successor General Partner is so admitted, by a firm of independent appraisers jointly selected by the former General Partner and its successor (or, if the former General Partner and its successor cannot agree on the selection of such a firm within 45 days after the date the successor General Partner is so admitted, by a firm of independent appraisers selected by two firms, one of which will be selected by the former General Partner and the other of which will be selected by the successor).

Sale of Former General Partner's Interest. If a successor General Partner is approved pursuant to Sections Section 13.1 or 14.2 or the proviso to Section 14.1, such successor shall purchase the GP Interest Units of the former General Partner for an amount in cash equal to the fair market value thereof, determined as of the date the successor General Partner is admitted pursuant to Section 12.3. The fair market value of the GP Interest Units shall include the value of all rights associated with being the General Partner. The value of , including, without limitation, the GP Interest General Partner's pro rata interest in the Partnership, the right to receive incentive compensation pursuant to the Incentive Compensation Agreement or compensation under any other agreement between the Partnership and the General Partner in effect on the date the successor General Partner is so admitted, and shall be reduced by the value of the assumption by the successor General Partner or its Affiliate of the obligations of the General Partner and its Affiliates pursuant to Section 13.1(b)(iii). Such fair market value shall be determined by agreement between the former General Partner and its successor or, failing agreement within 30 days after the date the successor General Partner is so admitted, by a firm of independent appraisers jointly selected by the former General Partner and its successor (or, if the former General Partner and its successor cannot agree on the selection of such a firm within 45 days after the date the successor General Partner is so admitted, by a firm of independent appraisers selected by two firms, one of which will be selected by the former General Partner and the other of which will be selected by the successor).

Sale of Former General Partner's Interest. If a successor General Partner is approved pursuant to Sections Section 13.1 or 14.2 or the proviso to Section 14.1, such successor shall purchase the GP Interest Units of the former General Partner for an amount in cash or such other form of consideration acceptable to the former General Partner in its sole discretion with a fair market value equal to the fair market value thereofof such GP Units or as otherwise agreed, determined as of the date the successor General Partner is admitted pursuant to Section 12.3. The fair market value of the GP Interest shall include the value of all rights associated with being the General Partner. The value of the GP Interest shall be reduced by the value of the assumption by the successor General Partner or its Affiliate of the obligations of , provided, however, that the General Partner and shall have the right to exchange a portion of its Affiliates GP Units pursuant to Section 13.1(b)(iii)4.2. The conversion of the Former General Partner's GP Units into LP Units and the admission of WP pursuant to the Partnership Admission Agreement did not require any purchase of Units by any person from the Former General Partner. Such fair market value shall be determined by agreement between the former General Partner and its successor or, failing agreement within 30 days after the date the successor General Partner is so admitted, by a firm of independent appraisers jointly selected by the former General Partner and its successor (or, if the former General Partner and its successor cannot agree on the selection of such a firm within 45 days after the date the successor General Partner is so admitted, by a firm of independent appraisers selected by two firms, one of which will be selected by the former General Partner and the other of which will be selected by the successor).