Offered Units, and the Offering Limited Partner shall become bound to sell the same to the Partnership or such Assignee(s) on the offered terms and at the offered price. If the Partnership or such Assignee(s) fails to elect to purchase all of the Offered Units during the aforesaid twenty (20)-day period, the Offering Limited Partner may thereafter, at any time within one hundred twenty (120) days following the last day of such twenty (20)-day period, sell, transfer or assign all (but not less than all) of the Offered Units to the transferee, if any, named in the aforesaid offer, on the offered terms and at the offered price upon compliance with Section 12.2; provided that unless the Units are first reoffered to the Partnership in accordance with this Section 12.3(a), such Offering Limited Partner may not sell, transfer or assign the Offered Units after such one hundred twenty (120)-day period or upon terms or at a price other than on the offered terms and at the offered price or, if a proposed transferee is named in the offer, to a Person other than that transferee. Upon transfer of its entire Interest, a Limited Partner shall cease to be a limited partner of the Partnership. Any Units acquired by the Partnership shall be deemed automatically cancelled.
(b) The provisions of Section 12.3(a) shall not apply to any transfer of any Unit or Units (1) by any individual Limited Partner as a gift or transfer upon death to any ancestor, descendant (adopted or natural) or spouse of such Limited Partner or any custodian or trustee for the account or benefit of such person, or prior to the death of such individual Limited Partner as a transfer to a revocable living trust for the benefit of such individual or any such spouse, ancestor or descendant, (n) by any Limited Partner that is a partnership, limited liability company or trust as a gift or without the receipt of value to any partner, member or beneficiary thereof or any custodian or trustee for the account or benefit of any such partner or beneficiary, (in) by any Limited Partner that is a corporation (or nonstock corporation), with or without the receipt of value, to any corporation (or nonstock corporation) at least a majority of whose outstanding equity securities or ownership interests are beneficially owned and will continue to be beneficially owned by such Limited Partner or to a corporate parent of such