N.Y. Partnership Law § 121-1105

§ 121-1105. Payment for interest of dissenting limited partners. (a)\nWithin ten days after the occurrence of an event described in section\n121-1102 of this article, the surviving or resulting limited partnership\nshall send to each dissenting former limited partner a written offer to\npay in cash the fair value of such former partner's interest. Payment\nin cash shall be made to each former limited partner accepting such\noffer within ten days after notice of such acceptance is received by the\nsurviving or resulting limited partnership.\n (b) If a former limited partner and the surviving or resulting limited\npartnership fail to agree on the price to be paid for the former limited\npartner's partnership interest within ninety days after the surviving or\nresulting limited partnership shall have made the offer provided for in\nsubdivision (a) of this section, or if the limited partnership or\nsurviving limited partnership shall fail to make such an offer within\nthe period provided for in subdivision (a) of this section, the\nprocedure provided for in paragraphs (h)-(k) of section six hundred\ntwenty-three of the business corporation law shall apply, as they may be\namended from time to time.\n (c) A payment under this section shall constitute a return of a\npartner's contribution for the purposes of section 121-607 of this\narticle.\n