121-1105 - Payment for interest of dissenting limited partners.

§  121-1105. Payment for interest of dissenting limited partners.  (a)  Within ten days after the occurrence of an event  described  in  section  121-1102 of this article, the surviving or resulting limited partnership  shall  send to each dissenting former limited partner a written offer to  pay in cash the fair value of such former partner's interest.    Payment  in  cash  shall  be  made  to each former limited partner accepting such  offer within ten days after notice of such acceptance is received by the  surviving or resulting limited partnership.    (b) If a former limited partner and the surviving or resulting limited  partnership fail to agree on the price to be paid for the former limited  partner's partnership interest within ninety days after the surviving or  resulting limited partnership shall have made the offer provided for  in  subdivision  (a)  of  this  section,  or  if  the limited partnership or  surviving limited partnership shall fail to make such  an  offer  within  the  period  provided  for  in  subdivision  (a)  of  this  section, the  procedure provided for in paragraphs  (h)-(k)  of  section  six  hundred  twenty-three of the business corporation law shall apply, as they may be  amended from time to time.    (c)  A  payment  under  this  section  shall  constitute a return of a  partner's contribution for the  purposes  of  section  121-607  of  this  article.