Baine P. and Mildred C. Kerr - Page 10




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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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