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a “disposition” does not include a transfer to a “permitted
assignee”. The term “permitted assignee” is defined in section
8.03 to include, among others, each existing partner, any person
who is a lineal descendant of both petitioners, a trustee of any
trust that is more than 75 percent actuarially held for permitted
assignees, any partnership owned exclusively by permitted
assignees, or a charity.
Section 8.04 states that any limited partner desiring to make
a disposition of all or any part of his or her limited partnership
interest shall first submit a written offer to sell the limited
partnership interest to the partnership and the remaining partners.
Sections 8.11 and 8.12 set forth a formula for determining the
amount that the partnership or partners will pay for such limited
partnership interests.
Section 8.19 states that any disposition of a limited
partnership interest shall be effective only to give the assignee
the right to receive the share of profits to which his assignor
would otherwise be entitled. Section 8.20 states, in pertinent
part, that upon the transfer of a general partnership interest to
a permitted assignee, the general partners shall admit the
transferee into the partnership as a class B limited partner.
Section 8.21 states that no person not already a partner shall
become a partner or acquire any rights to participate in the
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Last modified: May 25, 2011