Section 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.