This is an agreement that transfers a partnership interest from a transferring party (the
"Assignor") to a third party (the "Assignee"). This irrevocable document assigns and
transfers to the Assignee all of the rights, title and interest the Assignor has in a specific
duly registered and valid partnership. Execution of this document ensures that the
transfer is valid and that the Partnership acknowledges and consents to the transfer.
This document should be used by parties that want to purchase or sell an interest in a
ASSIGNMENT OF PARTNERSHIP INTERESTS
[Comment: insert name of partnership]
This Assignment of Partnership Agreement (this “Agreement”) is entered into on this ______
day of ______________, 20___ by and between ______________________ (“Assignor”) and
WHEREAS, Assignor is the registered and beneficial owner of _________ percent (_____ %) of
the issued and outstanding partnership units (the “Partnership Interest”) in
___________________ (the “Partnership”); and
WHEREAS, Assignor wishes to assign and transfer its/his/her Partnership Interest in the
Partnership to Assignee on the terms and conditions herein contained;
NOW, THIS ASSIGNMENT WITNESSETH, that in consideration of the promises and other
good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged
by Assignor), the parties hereto represent, covenant, and agree with one another as follows.
1. Assignment. Assignor hereby irrevocably assigns, transfers, and sets over unto,
Assignee all of its right, title, and interest, both at law and in equity, in and to the
Partnership Interest, together with all benefits and advantages to be derived therefrom,
including the benefit of all monies, debts, amounts, benefits, advantages, privileges,
powers, covenants, and provisions contained in the Partnership Agreement as though
Assignee were originally named therein. Assignee or any receiver or agent appointed by
Assignee may enforce the performance of any of representation, warranty, covenant, or
agreement contained in the Partnership Agreement.
2. Covenants, Representations, and Warranties of Assignor. Assignor covenants,
represents, and warrants to Assignee that:
A. Assignor has good right, power and authority to enter into this Agreement, to
assign and transfer the Partnership Interest to Assignee, and to perform all of
Assignor’s obligations under this Agreement.
B. Neither the Partnership nor Assignor are under any obligation, contractual or
otherwise, to request or obtain the consent of any person and no permits, licenses,
certifications, authorizations, approvals of, or notifications to any governmental
authority are required to be obtained by the Partnership or Assignor.
C. The Partnership is a partnership duly created, registered, and validly operating in
all respects pursuant to the laws of its respective jurisdiction of registration. The
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Partnership has all necessary power to carry on its business as it is now being
D. The Partnership Agreement and all amendments made thereto prior to the date set
forth herein and above are complete and correct and copies of each of those
documents have been delivered to Assignee by Assignor.
E. The Partnership is duly licensed, registered, and qualified as a partnership to do
business, is up-to-date in the filing of all required partnership returns and other
notices and filings, and is otherwise in good standing in all respects and in all
3. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement shall be
governed by and construed in accordance with the laws of the State of
4. Consent and Acknowledgement of Partnership. The Partnership hereby acknowledges
and consents to the assignment of the Partnership Interest by Assignor to Assignee.
IN WITNESS THEREOF, Assignor and Assignee have executed this Agreement
effective as of the date first written above.
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