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Section 3.06 states that no person shall be admitted as a
general or limited partner without the consent of all general
partners, except as provided in article VIII of the agreements.8
Section 3.10(a) states that no other person may become a limited
partner of the partnerships except by way of a transfer permitted
under and effected in compliance with the partnership agreements.
Section 3.10(c) states that limited partners shall not be
entitled to the withdrawal or return of their contributions to the
partnerships except to the extent, if any, that distributions are
made pursuant to the partnership agreements or upon termination of
the partnerships.
Section 8.01 states the general rule that no limited partner
or spouse of a limited partner shall make a “disposition” of an
interest in the partnership owned or held by him except with the
consent of the partnership and all other partners. The term
“disposition” is defined in section 8.02 as any sale, assignment,
gift, exchange, transfer, change in beneficial interest of any
trust or estate, distribution from any trust or estate, change in
ownership of a corporate or partnership partner, or any other
disposition of a limited partnership interest, whether voluntary or
involuntary, direct or indirect. However, section 8.02 states that
8 The pertinent sections of article VIII of the partnership
agreements are summarized infra pp. 9-10.
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Last modified: May 25, 2011