Valuation of the Interest of a Partner. For purposes of this -------------------------------------------- Article IX, the Purchase Price for a removed, deceased or Disabled Limited Partner's Interest shall be the value of such Limited Partner's Interest determined as follows: (a) The General Partner shall select an independent, third-party appraiser, experienced in appraising limited partnership interests similar to the Interests (the "Appraiser"). The Appraiser will determine the value of the Limited Partner's Interest as of the end of the calendar month immediately preceding the Removal Event based upon the value of the Partnership's assets net of liabilities assuming all assets were sold at such value and all liabilities were satisfied by cash payments at their present value and any resulting deemed Profit or Loss was allocated to the Partners pursuant to the terms of this Agreement. The determination of the value of a Limited Partner's Interest shall assume the going concern of the Partnership and shall not take into account minority discounts for the Capital Account being valued. The date on which the Interest is to be valued pursuant to this Section shall be referred to herein as a "Valuation Date." The Appraiser shall within sixty (60) days of the Removal Event prepare a statement and report of the amount of the Limited Partner's Interest as of the Valuation Date. A copy of such statement and report will be forwarded to each Partner. (b) The Partnership's name and goodwill shall, as among the Partners, be deemed to have no value and shall belong to the Partnership, and no Partner shall have any right or claim individually to the use thereof
Appears in 2 contracts
Samples: Limited Partnership Agreement (North American Natural Gas Inc), Limited Partnership Agreement (North American Natural Gas Inc)
Valuation of the Interest of a Partner. For purposes of this -------------------------------------------- Article IX, the Purchase Price for a removed, deceased or Disabled Limited Partner's Interest shall be the value of such Limited Partner's Interest determined as follows:
(a) The General Partner shall select an independent, third-party appraiser, experienced in appraising limited partnership interests similar to the Interests (the "Appraiser"). The Appraiser will determine the value of the Limited Partner's Interest as of the end of the calendar month immediately preceding the Removal Event based upon the value of the Partnership's assets net of liabilities assuming all assets were sold at such value and all liabilities were satisfied by cash payments at their present value and any resulting deemed deem Profit or Loss was allocated to the Partners pursuant to the terms of this Agreement. The determination of the value of a Limited Partner's Interest Capital Account shall assume the going concern of the Partnership and shall not take into account minority discounts for the Capital Account being valued. The date on which the Interest Capital Account is to be valued pursuant to this Section shall be referred to herein as a "Valuation Date." The Appraiser shall within sixty (60) days of the Removal Event prepare a statement and report of the amount of the Limited Partner's Interest Capital Account as of the Valuation Date. A copy of such statement and report will be forwarded to each Partner.
(b) The Partnership's name and goodwill shall, as among the Partners, be deemed to have no value and shall belong to the Partnership, and no Partner shall have any right or claim individually to the use thereof.
Appears in 2 contracts
Samples: Limited Partnership Agreement (BPK Resources Inc), Limited Partnership Agreement (BPK Resources Inc)