Transfer of Interests in Partnership a. Restrictions on Transfers. No General Partner may assign, mortgage, pledge, sell or otherwise transfer that General Partner's interest as General Partner in the Limited Partnership without the consent of a majority in interest of all other General Partners and the consent of a majority in interest of all of the Limited Partners. The whole or any portion of the interest of a Limited Partner may be disposed of, provided that: Any disposition is not made to any person who is incompetent or has not attained the age of majority, or to any person not lawfully empowered to own such interest; Any disposition is made with the consent of the General Partner(s), none of whom is obligated under any circumstances to give consent. The Limited Partner who makes the disposition and the person receiving the disposition will execute and deliver to the General Partner(s) all instruments necessary in connection with the disposition as are in a form satisfactory to the General Partner(s). A disposition is not effective if it would result in either a termination of the Limited Partnership for purposes of federal income taxation unless the disposition is given consent by a majority in interest of the Partners, or a violation of any federal or state securities law. The General Partner(s) may, but are not obligated to, acquire interests in the Limited Partnership from any willing Limited Partner.
Transfer of Interests in Partnership a. Restrictions on Transfers.
