HomeMy WebLinkAbout1488 9. The General Partners shall b e required to amend the ,
Certificate of Limited Partnership only annually, but may, in their
discretion, within a reasonable time a~ter the date of its written
consent to the sub stitution of an assi~nee as a substituted Limi-
ted Partner, ariend the Certificate of Limited Partnership to ;
reflect the addition ot said assi~nee as a Limited Partner.
10. Upon the death or legal incompetency of an individual i
Limited Par~ner~ his personal representative shall have all of =
the r3~hts of a Limited Partner for the purpose of settlin~ or '
managing his estate, and such poiver as the decedent or incompetent '
possessed to constitute a succc:ssor as an assignee of its interes~
in the partn~rship and to ~oin with such assignee in makin~ appli-
cation to substitute such assignee as a Limited Partner.
11. Upon the banlmuptcy, insolvency, dissolution or other
cessation to ex-!st as a le~al'entity of a Limited Paxtner, not
an ind3via'ual, the authorized representative of such entity shall
have all of the rignts of a Limited Partner for the purpose of
effective the orderly winding up and disposition of the business
of
such ent~.ty and. such poVrer as such entity possessed to constitute
a successor as an assignez of its interest in the partnership and
to ~oin with such assif;nee in makin~ application to substi~ute
such as~i~nee as a Limited Partner.
12. The term ~~permitted transferee'~ shall mean a husband,
wife, child, (trhether na~ural or adopted), father or mother of
the Partner and issue of any such persons and any trust in which
the Partner or any such person is a participant (in the case of
a Pension or ProPit Sharin~ trust) or a beneficiary and in which
said Partner is a Tx~istee or Co-Trustee, or to any such Trustee
participant or '~'rustee beneficiary of a trust which is a Paxtner.
13• The General Partners shall not consenti to the assi~n-
ment by a Limited Partner of an interest in the partnership if the
transfer is prohibited by the limitations hereinafter set forth:
a. In a particular tsaelve (12) consecutive month period
no assip~nment or transfer of a partnership interest may be
, made after assi~nments and transfers have already taken
place of partnership interests having total capital and pro-
~ fit ra~ios of for~y (4~) percent. This 1lmitation is here-
° inafter referred to as the "forty (40~) percent limitation".
b. Sub -paragraph (a) hereof shall not apply to a
transi'er by gift, bequest, and inheritance, or a transf
er
to the partr,ership, and for purposes of the forty (40~)
~ percent 13.r~itation, any such transfer shall not be treated
as such.
c. If, after the forty (40~) percent limitation is
reached in any t~velve (12) month p°riod, a transfer of a ~
partnership interest trould othert~~ise take place by opera- ;
tion of law (but n~t j_ncluding any transfer referred to :
in sub-para.Jraph (b) hereof), then said partnership in-
terest shall be deerned sold by the transteror immediately
prior to such transfer in accordance with the provisions ;
of llrticle VII, sub-paragraph (E), 1 through 3, as if the ~
transferor t~rere a defaulting Limited Partner.
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l~RTICLE X VII t
AMFdJUI~III~~ OF LIt~[IT~ D PAR`II~`ERSHI P C~RTIFICATE AND AGR~.~ifiENT
a
The Certificate of Limited Partnership of this partnership shall
be amended w~~enever deemed necessary by the General Partners without
consent of Limited Partners wh~n: ~
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