Common use of Transfers of Interests in the Partnership Clause in Contracts

Transfers of Interests in the Partnership. Upon the transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee, adjusted as provided in Section 7(j). If, however, the transfer of an interest in the Partnership causes a termination of the Partnership for federal income tax purposes, then the Capital Account that carries over to the transferee and the Capital Accounts of all other Partners will be recomputed as though all property and liabilities of the Partnership had been distributed in accordance with existing Capital Account balances, adjusted in accordance with Section 7(g), and recontributed to the Partnership (or, in the case of liabilities, reassumed by the Partnership) as though such contributions were being made upon the formation of a new partnership, in accordance with the constructive liquidating distributions and recontributions deemed to occur under Treas. Reg. §1.708-1(b)(1)(iv) (or any successor provision).

Transfers of Interests in the Partnership. Upon the transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee, adjusted as provided in Section 7(j7(k). If, however, the transfer of an interest in the Partnership causes a termination of the Partnership for federal income tax purposes, then the Capital Account that carries over to the transferee and the Capital Accounts of all other Partners will be recomputed as though all property and liabilities of the Partnership had been distributed in accordance with existing Capital Account balances, adjusted in accordance with Section 7(g7(h), and recontributed to the Partnership (or, in the case of liabilities, reassumed by the Partnership) as though such contributions were being made upon the formation of a new partnership, in accordance with the constructive liquidating distributions and recontributions deemed to occur under Treas. Reg. §1.708-1(b)(1)(iv) (or any successor provision).

Transfers of Interests in the Partnership. Upon the transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee, adjusted as provided in Section 7(j). If, however,, the transfer of an interest in the Partnership causes a termination of the Partnership for federal income tax purposes, then the Capital Account that carries over to the transferee and the Capital Accounts of all other Partners will be recomputed as though all property and liabilities of the Partnership had been distributed in accordance with existing Capital Account balances, adjusted in accordance with Section 7(g), and recontributed to the Partnership (or, in the case of liabilities, reassumed by the Partnership) as though such contributions were being made upon the formation of a new partnership, in accordance with the constructive liquidating distributions and recontributions deemed to occur under Treas. Reg. §1.708-1(b)(1)(iv1(b) (1) (iv) (or any successor provision).