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The Assignment Of Limited Partnership Interest is a crucial document used when a limited partner wishes to transfer their partnership interest to another party under Dutch law. This document is essential for partnership restructuring, investment exits, or ownership transitions in limited partnerships (commanditaire vennootschap). It ensures compliance with Dutch partnership laws, including the Civil Code and Commercial Code, while addressing partner approval requirements, Commercial Register updates, and tax considerations. The document is commonly used in investment vehicles, real estate partnerships, and various business ventures where limited partnership interests need to be transferred. It includes comprehensive provisions for the transfer, protecting all parties' interests while maintaining the partnership's legal integrity under Dutch jurisdiction.

1. Parties: Identification of the Assignor (transferring limited partner), Assignee (receiving party), and the Partnership (including general partner's details for consent purposes)

2. Background: Context of the transfer, including details of the existing partnership, the interest being transferred, and reference to the original partnership agreement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Partnership Interest', 'Partnership Agreement', 'Effective Date', etc.

4. Assignment: Core provision detailing the transfer of the partnership interest from Assignor to Assignee

5. Consideration: Details of the purchase price or other consideration for the transfer, including payment terms and mechanisms

6. Effective Date: Specification of when the transfer becomes effective, including any conditions precedent

7. Representations and Warranties of Assignor: Assignor's confirmations regarding ownership, authority to transfer, absence of encumbrances, etc.

8. Representations and Warranties of Assignee: Assignee's confirmations regarding authority, compliance with partnership agreement, financial capacity, etc.

9. Partnership Consent: Acknowledgment and consent of the general partner and/or other partners as required

10. Registration and Formalities: Requirements for updating the Commercial Register and other formal requirements

11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes