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8.01 Termination of General Partners.
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(C) Permitted Transfers by General Partners
* * * * * * *
(2) A transferee of Units from a
General Partner hereunder shall be
admitted as a General Partner with
respect to such Units if, but only if,
(a) at the time of such Transfer, such
transferee is otherwise a General
Partner, or (b) there is one or more
General Partners and the admission of
such transferee as a General Partner is
approved by a majority of the Partners.
[Emphasis added.]
Upon decedent's death, all partnership interests in PFLP were
distributed to Mr. Prechel, and all partnership interests in
ESNGLP were retained by the respective trusts for Ms. Prechel's
benefit.
On September 22, 1993, Mr. Prechel, as decedent's personal
representative, filed a United States Estate (Generation-Skipping
Transfer) Tax Return, Form 706, for decedent's estate. The
return included the partnership interests that were held by the
revocable trust pursuant to section 2038 and the partnership
interests that were held by the QTIP trusts pursuant to section
2044. The partnership interests were discounted based on lack of
marketability, lack of control, and other disabilities. The
discounts ranged from 50 percent to 65 percent of the net asset
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