Common use of Non-Managing General Partner Clause in Contracts

Non-Managing General Partner. (a) Hxxxx REIT Properties, L.P., a Delaware limited partnership whose general partner is Hxxxx Real Estate Investment Trust, Inc., a Maryland corporation, is a general partner of the Partnership and is designated the non-managing general partner of the Partnership (the “Non-Managing General Partner”). The Non-Managing General Partner shall be a “general partner” for all purposes under the Act, but shall have only those rights, duties, and obligations accorded to it by this Agreement and shall have no power to bind the Partnership or act on behalf of the Partnership independently of the Managing General Partner. (b) Notwithstanding any other provision of this Agreement, the Managing General Partner shall not take any of the following actions without the approval of the Non-Managing General Partner: (i) declare distributions to Partners in accordance with this Agreement; (ii) incur Indebtedness in the name of the Partnership or which is recourse to the Partnership; (iii) select any Appraiser; (iv) make any decision concerning the sale, transfer or disposition of any Investment in any third-party transaction; provided, that the value of such Investments is greater than 20% of the Gross Asset Value of the Partnership’s assets; (v) approve the merger or consolidation of the Partnership with an unrelated third party; (vi) make any amendments, revisions or modifications to Section 5.2 hereof or any other provisions of this Agreement with respect to investment policies or procedures; (vii) make any amendment to this Agreement which, under the terms of this Agreement, requires the consent of the Managing General Partner and of Limited Partners by a Majority LP Vote or higher vote; (viii) remove or appoint any Property Manager or approve renewals, amendments or modifications to any Property Services Agreement; (ix) remove or appoint any Investment Advisor that is an Affiliate of Hxxxx, or approve renewals, amendments or modifications to any Advisory Agreement between the Partnership or any Operating Company, on the one hand, and any Investment Advisor that is an Affiliate of Hxxxx, on the other; (x) sell Investments to Hxxxx or any Affiliate of Hxxxx or acquire Investments from Hxxxx or any Affiliate of Hxxxx; (xi) merge or consolidate the Partnership with any Affiliate of Hxxxx; or (xii) any other matters as is specified in this Agreement.

Non-Managing General Partner. (a) Hxxxx Xxxxx REIT Properties, L.P., a Delaware limited partnership whose general partner is Hxxxx Xxxxx Real Estate Investment Trust, Inc., a Maryland corporation, is a general partner of the Partnership and is designated the non-managing general partner of the Partnership (the “Non-Managing General Partner”). The Non-Managing General Partner shall be a “general partner” for all purposes under the Act, but shall have only those rights, duties, and obligations accorded to it by this Agreement and shall have no power to bind the Partnership or act on behalf of the Partnership independently of the Managing General Partner. (b) Notwithstanding any other provision of this Agreement, the Managing General Partner shall not take any of the following actions without the approval of the Non-Managing General Partner: (i) declare distributions to Partners in accordance with this Agreement; (ii) incur Indebtedness in the name of the Partnership or which is recourse to the Partnership; (iii) select any Appraiser; (iv) make any decision concerning the sale, transfer or disposition of any Investment in any third-party transaction; provided, that the value of such Investments is greater than 20% of the Gross Asset Value of the Partnership’s assets; (v) approve the merger or consolidation of the Partnership with an unrelated third party; (vi) make any amendments, revisions or modifications to Section 5.2 hereof or any other provisions of this Agreement with respect to investment policies or procedures; (vii) make any amendment to this Agreement which, under the terms of this Agreement, requires the consent of the Managing General Partner and of Limited Partners by a Majority LP Vote or higher vote; (viii) remove or appoint any Property Manager or approve renewals, amendments or modifications to any Property Services Agreement; (ix) remove or appoint any Investment Advisor that is an Affiliate of HxxxxXxxxx, or approve renewals, amendments or modifications to any Advisory Agreement between the Partnership or any Operating Company, on the one hand, and any Investment Advisor that is an Affiliate of HxxxxXxxxx, on the other; (x) sell Investments to Hxxxx Xxxxx or any Affiliate of Hxxxx Xxxxx or acquire Investments from Hxxxx Xxxxx or any Affiliate of HxxxxXxxxx; (xi) merge or consolidate the Partnership with any Affiliate of HxxxxXxxxx; or (xii) any other matters as is specified in this Agreement.

Non-Managing General Partner. (a) Hxxxx REIT Properties, L.P., a Delaware limited partnership whose general partner is Hxxxx Real Estate Investment Trust, Inc., a Maryland corporation, is a general partner of the Partnership and is designated the non-managing general partner of the Partnership (the “Non-Managing General Partner”). The Non-Managing General Partner shall be a “general partner” for all purposes under the Act, but shall have only those rights, duties, and obligations accorded to it by this Agreement and shall have no power to bind the Partnership or act on behalf of the Partnership independently of the Managing General Partner. (b) Notwithstanding any other provision of this Agreement, the Managing General Partner shall not take any of the following actions without the approval of the Non-Managing General Partner: (ia) declare distributions to Partners in accordance with this Agreement; (iib) incur Indebtedness in the name of the Partnership or which is recourse to the Partnership; (iiic) select any Appraiser; (ivd) make any decision concerning the sale, transfer or disposition of any Investment in any third-party transaction; provided, that the value of such Investments is greater than 20% of the Gross Asset Value of the Partnership’s assets; (ve) approve the merger or consolidation of the Partnership with an unrelated third party; (vif) make any amendments, revisions or modifications to Section 5.2 hereof or any other provisions of this Agreement with respect to investment policies or procedures; (viig) make any amendment to this Agreement which, under the terms of this Agreement, requires the consent of the Managing General Partner and of Limited Partners by a Majority LP Vote or higher vote; (viiih) remove or appoint any Property Manager or approve renewals, amendments or modifications to any Property Services Agreement; (ixi) remove or appoint any Investment Advisor that is an Affiliate of Hxxxx, or approve renewals, amendments or modifications to any Advisory Agreement between the Partnership or any Operating Company, on the one hand, and any Investment Advisor that is an Affiliate of Hxxxx, on the other; (xj) sell Investments to Hxxxx or any Affiliate of Hxxxx or acquire Investments from Hxxxx or any Affiliate of Hxxxx; (xik) merge or consolidate the Partnership with any Affiliate of Hxxxx; or (xiil) any other matters as is specified in this Agreement.