DIY Legal Forms

“Help us to stay online by your kind donation.

Every penny will help.”

PayPal

Partnership's Right of First Refusal

(Limited Partnership Interest)

1. Limitation of Right to Transfer. No Limited Partner may assign the Limited Partner's interest in the partnership (Partnership) or substitute a third party in the Limited Partner's stead, as a new Limited Partner, except as provided below.

2. Right of First Refusal. If a Limited Partner desires to assign the Limited Partner's interest in Partnership or substitute a third party in the Limited Partner's stead, the Limited Partner must notify Partnership of that intention, in writing. The notice shall also set forth the proposed price for transfer of the limited partnership interest and all other material terms of the transfer. Partnership is then granted a period of [number] days, from the date of receipt of such notice, to agree to purchase such limited partnership interest, at the price and terms stipulated in the notice by written notice to the Limited Partner.

If Partnership does not agree to purchase the limited partnership interest within the above-stated period, or if it fails to complete such purchase within [number] days after the date of its notice, then the Limited Partner may transfer the Limited Partner's limited partnership interest and substitute a third party in the Limited Partner's stead within [number] days thereafter, provided that the following conditions are satisfied:

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

b. The Transferee executes and delivers to Partnership all instruments that Partnership considers necessary or desirable to admit the Transferee as a Limited Partner and otherwise confirm the Transferee's obligations under this Agreement; and

c. The limited partnership interest is not transferred at a lower price or on more favorable terms than those that were offered to Partnership.

If the transfer and/or substitution to a third party is not completed within such [number]-day period, then the Limited Partner shall no longer have any right to transfer the Limited Partner's limited partnership interest or substitute a third party in the Limited Partner's stead without reoffering the interest to Partnership as provided in this Paragraph 2.