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

Valuation of Interest of General Partner. In the event of removal of any General Partner pursuant to Section 13.2 hereof, his or its Interest as a General Partner in the Partnership shall be appraised by two independent appraisers, one selected by the removed General Partner and one by the Investor Limited Partners. In the event that such two appraisers are unable to agree on the value of the removed General Partner's Interest, they shall jointly appoint a third independent appraiser whose determination shall be final and binding. The Partnership shall pay the removed General Partner for the value of its Interest as so determined by delivery of a promissory note bearing interest at the then prime rate of The First National Bank of Boston, with interest payable annually in cash and principal payable from any cash thereafter received by the Partnership from the sale or refinancing of Partnership properties and prior to any distribution being made to the Partners pursuant to Section 8.3 of this Agreement. Any amounts received pursuant to Section 13.4 shall constitute complete and full discharge for all amounts owing to the removed General Partner on account of its Interest in the Partnership. For purposes of this Section 13.4, the independent appraiser selected by the Investor Limited Partners shall be selected in the following manner: a list of three qualified MAI (Member of Appraisal Institute) appraisers shall be obtained (by a General Partner not being removed) from the Boston chapter of the American Institute of Real Estate Appraisers and one of said three appraisers shall be selected by random number and proposed by such General Partner for selection by the Investor Limited Partners. Such appraiser shall be deemed selected by the Investor Limited Partners unless objected to in writing by a majority in interest of the Investor Limited Partners within 45 days after notification thereof is sent in writing by such General Partner.

Valuation of Interest of General Partner. In the event of removal of any General Partner pursuant to Section 13.2 hereof, his or its Interest as a General Partner in the Partnership shall be appraised by two independent appraisers, one selected by the removed General Partner and one by the Investor Limited Partners. In the event that such two appraisers are unable to agree on the value of the removed General Partner's Partners' Interest, they shall jointly appoint a third independent appraiser whose determination shall be final and binding. The Partnership shall pay the removed General Partner for the value of its Interest as so determined by delivery of a promissory note bearing interest at the then prime rate of The First National Bank of Boston, with interest payable annually in cash and principal payable from any cash thereafter received by the Partnership from the sale or refinancing of Partnership properties Properties and prior to any distribution being made to the Partners pursuant to Section 8.3 of this Agreement. Any amounts received pursuant to this Section 13.4 shall constitute complete and full discharge for all amounts owing to the removed General Partner on account of its Interest in the Partnership. For purposes of this Section 13.4, the independent appraiser selected by the Investor Limited Partners shall be selected in the following manner: a list of three qualified MAI (Member of Appraisal Institute) appraisers shall be obtained (by a General Partner not being removed) from the Boston chapter of the American Institute of Real Estate Appraisers and one of said three appraisers shall be selected by random number and proposed by such General Partner for selection by the Investor Limited Partners. Such appraiser shall be deemed selected by the Investor Limited Partners unless objected to in writing by a majority in interest of the Investor Limited Partners within 45 days after notification thereof is sent in writing by such General Partner.

Valuation of Interest of General Partner. In the event of removal of any General Partner pursuant to Section 13.2 hereof, his or its Interest as a General Partner in the Partnership shall be appraised by two independent appraisers, one selected by the removed or withdrawing General Partner and one by the Investor Limited PartnersPartners and Unitholders. In the event that such two appraisers are unable to agree on the value of the removed such General Partner's Interest, they shall jointly appoint a third independent appraiser whose determination shall be final and binding. The Partnership shall pay the removed such General Partner for the value of its Interest as so determined by delivery of a promissory note bearing interest at the then prime base-rate of The First National Bank of New England, N.A., Boston, Massachusetts, with interest payable annually in cash and principal payable from any cash thereafter received by the Partnership from the sale or refinancing of Partnership properties Assets and prior to any distribution being made to the Partners pursuant to Section 8.3 of this Agreement. Any amounts received pursuant to this Section 13.4 shall constitute complete and full discharge for all amounts owing to the removed such General Partner on account of its Interest in the Partnership. For purposes of this Section 13.4, the independent appraiser selected by the Investor Limited Partners and Unitholders shall be selected in the following manner: a list of three qualified MAI (Member of Appraisal Institute) appraisers shall be obtained (by a General Partner not being removedremoved or withdrawn) from the Boston chapter of the American Institute of Real Estate Appraisers and one of said three appraisers shall be selected by random number and proposed by such General Partner for selection by the Investor Limited PartnersPartners and Unitholders. Such appraiser shall be deemed selected by the Investor Limited Partners and Unitholders unless objected to in writing by a majority in interest of the Investor Limited Partners Partner Interests within 45 days after notification thereof is sent in writing by such General Partner.

Valuation of Interest of General Partner. In the event of the removal of any General Partner pursuant to Section 13.2 hereofPartner, his or its Interest as a General Partner in the Partnership shall be appraised by two independent appraisers, one selected by the removed General Partner and one by the Investor Limited Partners. In the event that such two appraisers are unable to agree on the value of the removed General Partner's Interest, they shall jointly appoint a third independent appraiser whose determination shall be final and binding. The Partnership shall pay the removed General Partner for the value of its Interest as so determined by delivery of a promissory note bearing interest at the then prime rate of The First National Bank of Boston6% per annum, with interest payable annually in cash and principal payable payable, if at all, from any cash thereafter received by distribution which the Partnership from the sale or refinancing of Partnership properties and prior removed General Partner otherwise would have been entitled to any distribution being made to the Partners receive pursuant to Section 8.3 4.2 of this Agreement. Any amounts received pursuant to this Section 13.4 6.6 shall constitute complete and full discharge for all amounts owing to the removed General Partner on account of its - Interest in the Partnership. For purposes of this Section 13.46.6, the independent appraiser selected by the Investor Limited Partners shall be selected in the following manner: a A list of three qualified MAI (Member of Appraisal Institute) appraisers shall be obtained (by a General Partner not being removed) from the Boston chapter of the American Institute Chicago Board of Real Estate Appraisers and one of said three appraisers shall be selected by random number and proposed by such General Partner for selection by the Investor Limited Partners. Such appraiser shall be deemed selected by the Investor Limited Partners unless objected to in writing by a majority in interest of the Investor Limited Partners within 45 days after notification Notification thereof is sent in writing by such General Partner.. ARTICLE SEVEN

Valuation of Interest of General Partner. In the event of the removal of any General Partner pursuant to Section 13.2 hereofPartner, his or its Interest as a General Partner in the Partnership shall be appraised by two independent appraisers, one selected by the removed General Partner and one by the Investor Limited Partners. In the event that such two appraisers are unable to agree on the value of the removed General Partner's Interest, they shall jointly appoint a third independent appraiser whose determination shall be final and binding. The Partnership shall pay the removed General Partner for the value of its Interest as so determined by delivery of a promissory note bearing interest at the then prime rate of The First National Bank of Boston6% per annum, with interest payable annually in cash and principal payable payable, if at all, from any cash thereafter received by distribution which the Partnership from the sale or refinancing of Partnership properties and prior removed General Partner otherwise would have been entitled to any distribution being made to the Partners receive pursuant to Section 8.3 4.2 of this Agreement. Any amounts received pursuant to this Section 13.4 6.6 shall constitute complete and full discharge for all amounts owing to the removed General Partner on account of its Interest in the Partnership. For purposes of this Section 13.46.6, the independent appraiser selected by the Investor Limited Partners shall be selected in the following manner: a A list of three qualified MAI (Member of Appraisal Institute) appraisers shall be obtained (by a General Partner not being removed) from the Boston chapter of the American Institute Chicago Board of Real Estate Appraisers and one of said three appraisers shall be selected by random number and proposed by such General Partner for selection by the Investor Limited Partners. Such appraiser shall be deemed selected by the Investor Limited Partners unless objected to in writing by a majority in interest of the Investor Limited Partners within 45 days after notification Notification thereof is sent in writing by such General Partner.