Common use of Limited Partner Clause in Contracts

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 transferred as if it had been exchanged for Common Shares in accordance with Section 3.2(C) above, violate the limitations on ownership of Common Shares contained in the Articles of Incorporation and/or Bylaws of the Company, or (z) violate any State or Federal securities laws. (x) The Transferee shall have agreed to be bound by the terms of this Agreement and shall have executed a counterpart hereof or joinder hereto. B. A Limited Partner shall notify the General Partner of any Transfer of beneficial interest or other interest which occurs without a transfer of record ownership, as well as any pledge or other collateral transfer. C. No part of the interest of a Limited Partner shall be subject to the claims of any creditor, any spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this Agreement. A Limited Partner shall not be permitted to retire or withdraw from the Partnership except as expressly permitted by this Agreement. D. Any Transferee of all or any portion of a Limited Partner's interest in the Partnership in accordance and compliance with the provisions of this Section 12.2 shall be entitled to receive Profits, Losses and distributions hereunder attributable to such interest acquired by reason of such Transfer, from and after the effective date of the Transfer of such interest; provided, however, anything in this Agreement to the contrary notwithstanding, (i) without the prior written consent of the General Partner, no Transferee shall be considered a substituted Limited Partner; (ii) the Partnership and the General Partner shall be entitled to treat the Transferor of such interest as the absolute owner thereof in all respects, and shall incur no liability for the allocation of Profits and Losses or distributions which are made to such Transferor until such time as the written instrument of Transfer has been received by the General Partner and the "effective date" of the Transfer has passed, and (c) the General Partner shall have the right to require any such Transferor to exchange such Partnership Interest for Common Shares or cash, pursuant to Section 3.2(C) above. The "effective date" of any Transfer shall be the last day of the month set forth on the written instrument of Transfer or such other date consented to in writing by the General Partner as the "effective date."

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 the Partnership 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 transferred as if it had been exchanged for Common Shares in accordance with Section 3.2(C) above, violate the limitations on ownership of Common Shares contained in the Articles of Incorporation and/or Bylaws of the Company, or (z) violate any State or Federal securities laws. (x) The Transferee shall have agreed to be bound by the terms of this Agreement and shall have executed a counterpart hereof or joinder hereto. B. A Limited Partner shall notify the General Partner of any Transfer of beneficial interest or other interest which occurs without a transfer of record ownership, as well as any pledge or other collateral transfer. C. No part of the interest of a Limited Partner shall be subject to the claims of any creditor, any spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this Agreement. A Limited Partner shall not be permitted to retire or withdraw from the Partnership except as expressly permitted by this Agreement. D. Any Transferee of all or any portion of a Limited Partner's interest in the Partnership in accordance and compliance with the provisions of this Section 12.2 shall be entitled to receive Profits, Losses and distributions hereunder attributable to such interest acquired by reason of such Transfer, from and after the effective date of the Transfer of such interest; provided, however, anything in this Agreement to the contrary notwithstanding, (i) without the prior written consent of the General Partner, no Transferee shall be considered a substituted Limited Partner; (ii) the Partnership and the General Partner shall be entitled to treat the Transferor of such interest as the absolute owner thereof in all respects, and shall incur no liability for the allocation of Profits and Losses or distributions which are made to such Transferor until such time as the written instrument of Transfer has been received by the General Partner and the "effective date" of the Transfer has passed, and (c) the General Partner shall have the right to require any such Transferor to exchange such Partnership Interest for Common Shares or cash, pursuant to Section 3.2(C) above. The "effective date" of any Transfer shall be the last day of the month set forth on the written instrument of Transfer or such other date consented to in writing by the General Partner as the "effective date."

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 Xxxxx Controlled Entity to any other Hines Xxxxx Controlled Entity. (ii) Either (x) xxx Xartnership the Partnership 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 transferred as if it had been exchanged for Common Shares in accordance with Section 3.2(C) above, violate the limitations on ownership of Common Shares contained in the Articles of Incorporation and/or Bylaws of the Company, or (z) violate any State or Federal securities laws. (x) The Transferee shall have agreed to be bound by the terms of this Agreement and shall have executed a counterpart hereof or joinder hereto. B. A Limited Partner shall notify the General Partner of any Transfer of beneficial interest or other interest which occurs without a transfer of record ownership, as well as any pledge or other collateral transfer. C. No part of the interest of a Limited Partner shall be subject to the claims of any creditor, any spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this Agreement. A Limited Partner shall not be permitted to retire or withdraw from the Partnership except as expressly permitted by this Agreement. D. Any Transferee of all or any portion of a Limited Partner's interest in the Partnership in accordance and compliance with the provisions of this Section 12.2 shall be entitled to receive Profits, Losses and distributions hereunder attributable to such interest acquired by reason of such Transfer, from and after the effective date of the Transfer of such interest; provided, however, anything in this Agreement to the contrary notwithstanding, (i) without the prior written consent of the General Partner, no Transferee shall be considered a substituted Limited Partner; (ii) the Partnership and the General Partner shall be entitled to treat the Transferor of such interest as the absolute owner thereof in all respects, and shall incur no liability for the allocation of Profits and Losses or distributions which are made to such Transferor until such time as the written instrument of Transfer has been received by the General Partner and the "effective date" of the Transfer has passed, and (c) the General Partner shall have the right to require any such Transferor to exchange such Partnership Interest for Common Shares or cash, pursuant to Section 3.2(C) above. The "effective date" of any Transfer shall be the last day of the month set forth on the written instrument of Transfer or such other date consented to in writing by the General Partner as the "effective date."