ALL OF ITS MANAGEMENT INTERESTS, AT A PRICE PER MANAGEMENT INTEREST EQUAL TO THE
APPLICABLE PURCHASE PRICE DETERMINED PURSUANT TO SECTION 12.2(C).
(B)
THE CLOSING OF THE PURCHASE OF THE
MANAGEMENT INTERESTS PURSUANT TO SECTION 12.3(A) SHALL OCCUR AT SUCH TIME AND
PLACE AS THE PARTIES TO SUCH PURCHASE SHALL AGREE, AND IN ANY EVENT WITHIN 45
DAYS OF THE PRICE DETERMINATION DATE; PROVIDED THAT IF SUCH PURCHASE IS SUBJECT
TO ANY PRIOR REGULATORY APPROVAL, THEN SUCH 45-DAY PERIOD SHALL BE EXTENDED
UNTIL THE EXPIRATION OF 10 BUSINESS DAYS AFTER ALL SUCH APPROVALS SHALL HAVE
BEEN RECEIVED.
AT SUCH CLOSING, THE MANAGEMENT LIMITED PARTNER (OR ITS ESTATE
OR HEIRS) SHALL DELIVER CERTIFICATES REPRESENTING THE MANAGEMENT INTERESTS (OR
OTHER APPLICABLE TRANSFER INSTRUMENTS), DULY ENDORSED
36
FOR TRANSFER AND ACCOMPANIED BY ALL REQUISITE TRANSFER TAXES, IF ANY, AND SUCH
MANAGEMENT INTERESTS SHALL BE FREE AND CLEAR OF ANY LIENS, AND THE TRANSFERRING
MANAGEMENT LIMITED PARTNER (OR ITS ESTATE OR HEIRS) SHALL SO REPRESENT AND
WARRANT, AND SHALL FURTHER REPRESENT AND WARRANT THAT IT IS THE SOLE BENEFICIAL
AND RECORD OWNER OF SUCH MANAGEMENT INTERESTS WITH THE FULL RIGHT, POWER AND
AUTHORITY TO CONVEY THE MANAGEMENT INTERESTS TO THE PARTNERSHIP.
AT SUCH
CLOSING, ALL OF THE PARTIES TO THE TRANSACTION SHALL EXECUTE SUCH ADDITIONAL
DOCUMENTS AS ARE OTHERWISE NECESSARY OR APPROPRIATE.
THE MANAGEMENT INTERESTS
MAY BE PURCHASED THROUGH ANY OF THE MEANS DESCRIBED IN, AND SUBJECT TO THE TERMS
AND CONDITIONS OF, SECTION 12.2(D).
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
ELSEWHERE HEREIN, THE PARTNERSHIP SHALL NOT BE OBLIGATED TO PURCHASE ANY
MANAGEMENT INTERESTS AT ANY TIME PURSUANT TO THIS SECTION 12.3 (I) TO THE EXTENT
THAT (A) THE PURCHASE OF SUCH MANAGEMENT INTERESTS (TOGETHER WITH ANY OTHER
PURCHASES OF MANAGEMENT INTERESTS PURSUANT TO THIS ARTICLE XII, OR PURSUANT TO
SIMILAR PROVISIONS IN ANY OTHER AGREEMENTS WITH OTHER INVESTORS, OF WHICH THE
PARTNERSHIP HAS AT SUCH TIME BEEN GIVEN OR HAS GIVEN NOTICE) OR (B) IN THE EVENT
OF AN ELECTION TO PURCHASE SUCH MANAGEMENT INTERESTS WITH SHARES OF THE IPO
CORPORATION, THE ISSUANCE OF SUCH SHARES BY THE IPO CORPORATION OR THE
DISTRIBUTION OF SUCH SHARES OF THE IPO CORPORATION TO THE APPLICABLE MANAGEMENT
LIMITED PARTNER(S) WOULD RESULT (X) IN A VIOLATION OF ANY LAW (INCLUDING ANY
UNAVAILABILITY OF A REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION
NECESSARY TO ALLOW DELIVERY OF SHARES TO THE APPLICABLE MANAGEMENT LIMITED
PARTNER(S)), (Y) AFTER GIVING EFFECT THERETO (INCLUDING ANY DIVIDENDS OR OTHER
DISTRIBUTIONS OR LOANS FROM A SUBSIDIARY OF THE PARTNERSHIP TO THE PARTNERSHIP
IN CONNECTION THEREWITH), IN A FINANCING DEFAULT OR (Z) IN THE PARTNERSHIP BEING
REQUIRED TO DISGORGE ANY PROFIT TO THE IPO CORPORATION PURSUANT TO SECTION 16(B)
OF THE EXCHANGE ACT, (II) IF IMMEDIATELY PRIOR TO SUCH PURCHASE OF MANAGEMENT
INTERESTS, ISSUANCE OR PURCHASE OF SHARES OF THE IPO CORPORATION, AS THE CASE
MAY BE, THERE EXISTS A FINANCING DEFAULT WHICH PROHIBITS SUCH ISSUANCE OR
PURCHASE (INCLUDING ANY DIVIDENDS OR OTHER DISTRIBUTIONS OR LOANS FROM A
SUBSIDIARY OF THE PARTNERSHIP TO THE PARTNERSHIP