Transfers of Partnership Interests by Hxxxx Partners. (a) Subject to Sections 10.1 and 10.2, each of the Managing General Partner and the Hxxxx Limited Partner may Transfer part or all of the Partnership Units and Participation Interests held by it in accordance with the provisions of this Agreement; provided that, (i) unless otherwise approved by the Limited Partners pursuant to a Super Majority LP Vote, no such Transfer shall be permitted that would result in the Hxxxx Capital Requirement failing to be met, (ii) if the Non-Managing General Partner is the Transferee of such Partnership Units or Participation Interests, it shall take them only in respect of its interest in the Partnership as the Non-Managing General Partner, and (iii) any Transferee other than the Non-Managing General Partner of any such Partnership Units or Participation Interest shall take them only in respect of a limited partner interest in the Partnership and not as a general partner, except, in the case of clauses (ii) and (iii) above, to the extent the Transfer of a general partner interest to a Transferee designated the Managing General Partner has been approved in accordance with Section 10.1.
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Samples: Assignment and Assumption Agreement (Hines Real Estate Investment Trust Inc), Assignment and Assumption Agreement (Hines Real Estate Investment Trust Inc), Management and Leasing Agreement (Hines Real Estate Investment Trust Inc)