Affected Limited Partner definition
Examples of Affected Limited Partner in a sentence
The purchase price payable by the Partnership for the Affected Interest shall be its Fair Market Value as of the date of delivery of the applicable Exercise Notice as agreed to by the General Partner and the Affected Limited Partner or, if no such agreement is reached, as determined by the Designated Appraiser in accordance with Section 10.03.
Upon the delivery and receipt of an Exercise Notice hereunder, the Partnership shall be required to purchase and redeem from the Affected Limited Partner, and the Affected Limited Partner shall be obligated to sell to the Partnership, the Affected Interest for the purchase price determined pursuant to Section 10.02 hereof and pursuant to the terms and conditions set forth in Section 10.04.
The General Partner shall, in its sole and absolute discretion, determine whether and when to exercise the foregoing option for and on behalf of the Partnership and, if the General Partner determines to exercise such option, it shall deliver notice to that effect (an “Exercise Notice”) to the Affected Limited Partner.
The Partnership’s obligation for payment of the Purchase Price shall be evidenced by a promissory note of the Partnership in such customary form as may be mutually agreed by the General Partner and the Affected Limited Partner.
Such two (2) Qualified Appraisers shall promptly select a third Qualified Appraiser (the “Designated Appraiser”) who shall be engaged to select one (1) of such two (2) appraisals which he determines to reflect more accurately the Fair Market Value of the Affected Interest and to provide prompt written notice of such selection to the General Partner and the Affected Limited Partner.
The Partnership and the Affected Limited Partner shall each bear half of the costs incurred to engage and compensate the Qualified Appraisers for services rendered pursuant to this Article X.
If the General Partner and the Affected Limited Partner are unable to agree to the Fair Market Value of the Affected Interest within twenty (20) days after the delivery of the applicable Exercise Notice, the General Partner and the Affected Limited Partner shall each designate and engage a Qualified Appraiser to provide within thirty (30) days following his engagement a written appraisal of such Fair Market Value.
The closing of any purchase and sale of the Affected Interest pursuant to this Article X shall take place within sixty (60) days after the General Partner’s delivery of an Exercise Notice to the applicable Affected Limited Partner at the offices of the Partnership’s attorney at 10:00 a.m., Birmingham, Alabama time.
The closing of any purchase and sale of the Affected Interest pursuant to this Article_X shall take place within sixty (60) days after the General Partner’s delivery of an Exercise Notice to the applicable Affected Limited Partner at the offices of the Partnership’s attorney at 10:00 a.m., Birmingham, Alabama time.
Subject to the restrictions on transferability contained in Section 20 below, the Affected Limited Partner (or its administrator, committee, trustee or other legal representative or successor in interest) shall have the right to assign its interest in the Partnership or to appoint such assignee as a substitute Limited Partner with respect to that interest.