Baine P. and Mildred C. Kerr - Page 29




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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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Last modified: May 25, 2011