Common use of Purchase Procedures Clause in Contracts

Purchase Procedures. (a) Whenever the Partnership or a Partner has an option pursuant to Section 10.1 to purchase the Interest of a Partner that withdraws from the Partnership in breach of this Agreement, such option shall be exercisable in the following manner. For a period of 45 days after the Partnership receives notice of the withdrawal, the Partnership shall have the option to purchase all or any portion of the Interest. The Partnership may exercise this option at the discretion of the non-withdrawing Partner by written notice to the withdrawn Partner within such 45-day period. If the Partnership does not exercise its right to purchase the entire Interest, then the non-withdrawing Partner shall have the option to purchase all, but not less than all, of the Interest not purchased by the Partnership. The non-withdrawing Partner may exercise this option by written notice to the Partnership and the withdrawn Partner within 45 days after the expiration of the Partnership’s option period. No sale of a withdrawn Partner’s Interest shall be required hereunder unless the Partnership or the non-withdrawing Partner collectively elect within their respective option periods to purchase the entire Interest. (b) The closing of any purchase and sale of an Interest pursuant to this Section 10.4 shall take place within 90 days after the date the Partnership or the non-withdrawing Partner, as the case may be, elect to exercise their option to purchase the entire Interest of the withdrawing Partner. Upon any election to purchase a withdrawing Partner’s Interest hereunder, the total purchase price of the Interest shall be payable at closing in cash or immediately available funds. The purchased Interest shall be sold by the withdrawing Partner and acquired by the purchasers free and clear of any and all Liens, claims, encumbrances or other rights of third parties.