Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. It is a condition to any Transfer of a Partnership Interest of a General Partner otherwise permitted hereunder (including any Transfer permitted pursuant to Section 11.2.B or Section 11.2.C) that: (i) coincident with such Transfer, the transferee is admitted as a General Partner pursuant to Section 12.1 hereof (ii) the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such Transferred Partnership Interest and (iii) the transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired and the admission of such transferee as a General Partner. Except as provided in Section 11.2.B or Section 11.2.C, and subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may not Transfer all or any portion of its Partnership Interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) without the Consent of the Limited Partners. Transfer of General Partner’s Partnership Interest A. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. Related to Lookthrough partnership interest Transfer of the General Partner’s Partnership Interest.
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