§ 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.