- 29 - Partnership Interest constituted a Class B Limited Partnership Interest in [KFLP] when owned by Assignor, and when owned by Assignee, shall constitute a Class B Limited Partnership Interest in said partnership.” Read as a whole, the language used in the “Assignment of Partnership Interest” establishes that petitioners transferred limited partnership interests to themselves as the GRAT’s trustees. Although the documents refer to the GRAT’s trustees as assignees, the description of the assigned interests contained in Schedule I clearly states that the assignees will hold class B limited partnership interests in KFLP. Equally important, the “Assignment of Partnership Interest” states that petitioners had obtained all necessary consents to effect the conveyance. Because the GRAT’s trustees qualified as permitted assignees within the meaning of section 8.03 of the partnership agreement, and petitioners were not required to obtain any consents to transfer an assignee interest to a permitted assignee, the inclusion of the statement that all necessary consents had been obtained also indicates that petitioners were transferring limited partnership interests to the GRAT’s trustees. Further, the statement that all necessary consents had been obtained contradicts the testimony of the Kerr children that petitioners never requested that they consent to the transfers to the GRAT’s trustees.Page: Previous 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 Next
Last modified: May 25, 2011