Limited Partner. The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”
Limited Partner. Each Person who executes this Agreement and who is hereby admitted to the Partnership as a limited partner of the Partnership, unless such Limited Partner ceases to be a Limited Partner hereunder or sells, transfers, forfeits or otherwise disposes of its Units and is replaced by a Substitute Limited Partner in accordance with this Agreement and the Act, and each Person that becomes a Substitute Limited Partner, if any, of the Partnership as provided herein, in such Person's capacity as a limited partner of the Partnership.
Limited Partner. A. The name, address and Capital Contribution of the Depositary as Limited Partner are set forth in Schedule A hereto and are incorporated herein.
B. Neither the Depositary nor any Unit Holder shall be required to make any additional capital contribution to the Limited Partnership.
C. The Depositary shall engage in no business activity and shall incur no liabilities other than acting as Depositary for the Limited Partnership or any other limited partnership in which depositary units evidencing assignments of limited partnership interests are offered by the Prospectus. The Depositary shall not amend its Certificate of Incorporation or By-laws without the prior Consent of the Limited Partnership.
Limited Partner. Each person who is admitted to the Fund as a limited partner in accordance with the terms of this Agreement at all times prior to the complete withdrawal of such person as a limited partner in the Fund.
Limited Partner. The Limited Partners hereunder and any such persons admitted to the Partnership as substituted Limited Partners.
Limited Partner. “Limited Partner” shall have the meaning ascribed to such term in the first Paragraph of this Agreement and shall include each Person admitted from time to time as a limited partner in the Partnership.
Limited Partner. A. No Limited Partner or substituted Limited Partner may Transfer all or any part of its interest in the Partnership, unless each of the following conditions are met:
(i) The Limited Partner obtains the prior written consent of the General Partner (which consent may be given or withheld in the sole discretion of the General Partner), except for (x) the exchange of OP Units or a Participation Interest for Common Shares, pursuant to Section 3.2(C) above or (y) the Transfer of Units or Participation Interests by any Hines Controlled Entity to any other Hines Controlled Entity.
(ii) Either (x) xxx Xartnership qualifies for the Private Placement PTP Exemption for the entire taxable year of such Transfer and for all prior taxable years, (y) the Transfer is a Private Transfer, or (z) the Partnership is no longer potentially subject to classification as a publicly traded partnership, as defined in Section 7704 of the Code, as determined by the General Partner in its sole discretion.
(iii) Such Transfer is not limited or prohibited by, and complies with, any restrictions on transferability contained in the Articles of Incorporation and Bylaws of the Company and/or any applicable agreement executed by the transferor.
(iv) Such Transfer would not violate the securities laws of any jurisdiction applicable to the Partnership or the Partnership Interest to be assigned or transferred;
(v) Such Transfer would not cause the Partnership to lose its status as a partnership for U.S. federal income tax purposes or cause the Partnership to become subject to the Investment Company Act;
(vi) Such Transfer would not cause (A) all or any portion of the assets of the Partnership (1) to constitute "plan assets" (under ERISA, the Code or the applicable provisions of any similar law) of any existing or contemplated investor, or (2) to be subject to the provisions of ERISA, the Code or any applicable similar law, or (B) the General Partner to become a fiduciary with respect to any existing or contemplated investor, pursuant to ERISA or the applicable provisions of any similar law, or otherwise.
(vii) Such Transfer would not cause a termination of the Partnership under Code Section 708.
(viii) The Transferor delivers opinions of counsel regarding the foregoing matters in form and substance reasonably acceptable to the General Partner as a condition to any such Transfer.
(ix) The Transfer would not, in the opinion of the General Partner, (y) by treating the interest in the Partnership so ...
Limited Partner. “Limited Partner” means each of the Persons from time to time listed as a limited partner of the Partnership in the books and records of the Partnership.
Limited Partner. Limited Partner" means any person who is or shall become a Limited Partner of the Partnership.
Limited Partner. WESTLAKE CHEMICAL PRODUCTS, INC. shall be and is hereby constituted as the limited partner of the Partnership. The Limited Partner, in such capacity, shall have no participation in the management of the Partnership or power to transact any Partnership business or to act for or bind the Partnership in any respect; and the Limited Partner shall not, except to the extent provided in Section 8.2.3 or by law, ever be (i) personally liable for any part of the debts or other obligations of the Partnership or (ii) obligated to make contributions to the Partnership in excess of those made pursuant to this Agreement.
