Limited Partner Sample Clauses

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. “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. The Limited Partners hereunder and any such persons admitted to the Partnership as substituted Limited Partners.

Limited Partner. (i) No Limited Partner or substituted Limited Partner shall, without the prior written consent of the General Partner (which consent may be given or withheld in the sole discretion of the General Partner), sell, assign, distribute or otherwise transfer (a “Transfer”) all or any part of his interest in the Partnership, except (w) by operation of law, testamentary disposition, gift (outright or in trust) or by sale, in each case to or for the benefit of his parent(s), spouse or descendants, (x) pledges or other collateral transfers effected by a Limited Partner to secure the repayment of a bona fide loan or other obligation (a “Pledge”) and the subsequent foreclosure or satisfaction thereof by transfer of such OP Units, (y) the exchange of OP Units for shares of beneficial interest of the Company, pursuant to Section 3.2(C) above, and (z) the distribution of OP Units or Preference Units by a Limited Partner to any of its direct or indirect constituent partners or owners. Notwithstanding the foregoing, each such transfer shall be subject to compliance with restrictions on transferability contained in any other applicable agreement executed by the transferor and compliance with applicable securities laws; the General Partner reserves the right to require an opinion of counsel regarding such matters in form and substance reasonably acceptable to the General Partner as a condition to any such Transfer. Neither the conversion of a Preference Unit into one or more OP Units nor the conversion of OP Unit into a Common Share constitutes a Transfer. 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. 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. (ii) An Assignee, legatee, distributee or other transferee (whether by conveyance, operation of law or otherwise) (including any pledgee upon realization of its rights as a secured creditor) (a “Transferee”) of all or any portion of a Limited Partner’s interest in the Partnership shall be entitled to receive N...

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) 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 ...

Limited Partner. Each Person who acquires Limited Partner Units and is admitted to the Partnership as a Limited Partner pursuant to this Agreement. All references in this Agreement to a majority or specified percentage of the Limited Partners shall mean Limited Partners holding more than fifty percent (50%) or such specified percentage, respectively, of the aggregate number of Units then held by Limited Partners.