There is no rollover where a 2nd tier partnership acquires all the other partnership interests in the 1st tier partnership

The rollover in s. 98(3) (and s. 98(5)) is not available where a partnership is wound up by virtue of a partner, which is itself a partnership, acquiring all the partnership interests of the other members of the first partnership.

Neal Armstrong. Summary of 10 October 2014 APFF Roundtable, Q. 23, 2014-0538171C6 F under s. 98(3).