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such partner’s class B limited partnership interest (the put
right).
Partners may freely assign their partnership interests to or
for the benefit of certain family members and charitable
organizations (permitted assignees).
A partner desiring to assign his partnership interest to
someone other than a permitted assignee must first offer that
interest to MIL and the other partners and assignees, who have
the right to purchase such interest at fair market value (as
determined under the partnership agreement).
The term “partnership interest” means the interest in the
partnership representing any partner’s right to receive
distributions from the partnership and to receive allocations of
partnership profit and loss.
Regardless of the identity of the assignee, no assignee of a
partnership interest can attain the legal status of a partner in
MIL without the unanimous consent of all MIL partners.
MIL may purchase the interest of any “charity assignee”
(i.e., a permitted assignee of a partnership interest that is a
charitable organization that has not been admitted as a partner
of MIL) at any time for fair market value, as determined under
the partnership agreement (the call right).
For purposes of the partnership agreement, (1) a class B
limited partner’s put right is disregarded for purposes of
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Last modified: May 25, 2011