§ 1005. Payment of interest of dissenting members. (a) Within ten days
after the occurrence of an event described in section ten hundred two of
this article, the surviving or resulting domestic limited liability
company or other business entity shall send to each dissenting former
member a written offer to pay in cash the fair value of such former
member's membership interest. Payment in cash shall be made to each
former member accepting such offer within ten days after notice of such
acceptance is received by the surviving or resulting domestic limited
liability company or other business entity.

(b) If a former member and the surviving or resulting limited
liability company or other business entity fail to agree on the price to
be paid for the former member's membership interest within ninety days
after the surviving or resulting domestic limited liability company or
other business entity shall have made the offer provided for in
subdivision (a) of this section, or if the domestic limited liability
company or surviving domestic limited liability company or other
business entity 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), (i), (j) and (k) of section six hundred
twenty-three of the business corporation law (or any successor
provisions or statute) shall apply, as such paragraphs may be amended
from time to time.

(c) A payment under this section shall constitute a return of a
member's contribution for the purposes of section five hundred eight of
this chapter.