Common use of Valuation of Partnership Interest of General Partner Clause in Contracts

Valuation of Partnership Interest of General Partner. Upon the voluntary or involuntary withdrawal of a General Partner, the Partnership or a Successor General Partner may purchase the Partnership Interest of the withdrawn General Partner at any time subsequent to withdrawal. The price of the withdrawn General Partner's Interest shall be determined by two (2) independent appraisers, one selected by the withdrawn General Partner and one selected by the remaining General Partner, or if none is remaining, by the Investors. If the two appraisers are unable to agree on the value of the General Partner's Interest, they shall jointly appoint a third independent appraiser whose determination shall be final and binding. The Partnership shall then pay the withdrawn General Partner the price of its Interest as a General Partner as so determined. The expense of the appraisals shall be borne equally by the terminated General Partner and the Partnership. If the withdrawal is involuntary, payment shall be made by delivery of a promissory note bearing interest payable semiannually at a floating rate of interest equal to the lowest rate permitted under the Code to avoid the imputation of interest income to the withdrawn General Partner, payable in five equal annual installments, the first installment to be paid as soon as practicable after the appraisal, and prepayable at any time. If the withdrawal is voluntary, payment shall be made by delivery of a promissory note bearing no interest, with principal payable only from distributions which the withdrawn General Partner would have received under this Agreement had the

Valuation of Partnership Interest of General Partner. Upon the voluntary or involuntary withdrawal of a General Partner, the Partnership or a Successor General Partner may shall purchase the Partnership Interest of the withdrawn General Partner at any time subsequent to withdrawalPartner. The price of the withdrawn General Partner's Interest shall be such Interest's then present fair market value as determined by mutual agreement or, if an agreement can not be reached, by two (2) independent appraisers, one selected by the withdrawn General Partner and one selected by the remaining General Partner, or if none is remaining, by the Investors. If the two appraisers are unable to agree on the value of the General Partner's Interest, they shall jointly appoint a third independent appraiser whose determination shall be final and binding. The Partnership shall then pay the withdrawn General Partner the price of its Interest as a General Partner as so determined. The expense of the appraisals shall be borne equally by the terminated General Partner and the Partnership. If the withdrawal is involuntary, payment shall be made by delivery of a promissory note bearing interest payable semiannually at a floating rate of interest equal to the lowest rate permitted under the Code to avoid that avoids the imputation of interest income to the withdrawn General Partner, payable in such note to have a term of five years and provide for equal annual installments, the first installment to be paid as soon as practicable after the appraisal, installments of principal and prepayable at any timeinterest. If the withdrawal is voluntary, payment shall be made by delivery of a an unsecured promissory note bearing no interest, with principal payable only from distributions which the withdrawn General Partner would have received under this Agreement had thehave

Valuation of Partnership Interest of General Partner. Upon the voluntary or involuntary withdrawal of a General Partner, the Partnership or a Successor General Partner may shall purchase the Partnership Interest of the withdrawn General Partner at any time subsequent to withdrawalPartner. The price of the withdrawn General Partner's Interest shall be determined by two (2) independent appraisers, one selected by the withdrawn General Partner and one selected by the remaining General Partner, or if none is remaining, by the Investors. If the two appraisers are unable to agree on the value of the General Partner's Interest, they shall jointly appoint a third independent appraiser whose determination shall be final and binding. The Partnership shall then pay the withdrawn General Partner the price of its Interest as a General Partner as so determined. The expense of the appraisals shall be borne equally by the terminated General Partner and the Partnership. If the withdrawal is involuntary, payment shall be made by delivery of a promissory note bearing interest payable semiannually at a floating rate of interest equal to the lowest rate permitted under the Code to avoid that avoids the imputation of interest income to the withdrawn General Partner, payable in such note to have a term of five years and provide for equal annual installments, the first installment to be paid as soon as practicable after the appraisal, installments of principal and prepayable at any timeinterest. If the withdrawal is voluntary, payment shall be made by delivery of a an unsecured promissory note bearing no interest, with principal payable only from distributions which the withdrawn General Partner would have received under this Agreement had theA-28