N.Y. Partnership Law § 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.