DIY Legal Forms

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Sale Or Transfer Of Partners' Interests

1. Permitted Sales or Transfers. Any Partner may, without the consent of the other Partners, sell or transfer all (but not less than all) of the Partner's interest in the partnership (Partnership) to:

a. A corporation in which such Partner owns at least ........ percent (........%) of the total issued and outstanding shares;

b. A general partnership in which such Partner is the managing partner and has a substantial beneficial interest; or

c. A limited partnership in which such Partner is the sole general partner or the managing general partner and has a substantial beneficial interest.

No sale or transfer permitted under this Paragraph is valid or effective unless the purchaser or transferee assumes, in writing, all of the obligations of the seller or transferor under this Agreement.

2. Effect of Sale or Transfer. If a sale or transfer is made as permitted under Paragraph 1, the purchaser or transferee, as the case may be, will be substituted for the seller or transferor as a Partner in Partnership to the extent of the seller's or transferor's Partnership interest. Partnership will not dissolve, or be wound up, but shall continue in effect. All Partners agree to execute whatever documents are necessary to accomplish this result.