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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.
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