DIY Legal Forms

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Right to Assign General Partner's Interest

1. Right of General Partner to Assign Partnership Interest. A General Partner may assign the General Partner's interest in the partnership (Partnership), and the Assignee may become a substitute General Partner in the Assignor's place, provided:

a. All the Limited Partners consent to such assignment in writing;

b. All the remaining General Partners consent to such assignment in writing;

c. The Assignee agrees to assume and be bound by all of the terms of this Agreement;

d. The Assignee executes and delivers to Partnership all instruments that the remaining General Partners consider necessary or desirable to admit the Assignee as a General Partner and otherwise confirm the Assignee's obligations under this Agreement; and

e. Either the Assignor or the Assignee reimburses Partnership for any and all costs reasonably incurred by it in connection with the assignment (including filing fees to amend the Certificate of Limited Partnership).