New York Consolidated Laws, Partnership Law - PTR § 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.