ROLL-UP TRANSACTIONS.
IF THE PARTNERSHIP ADOPTS ANY PLAN OF MERGER,
PLAN OF EXCHANGE OR PLAN OF CONVERSION WHICH, IF EFFECTED, WOULD RESULT IN A
"ROLL-UP TRANSACTION", AS DEFINED IN THE ARTICLES OF INCORPORATION, THEN ANY
SUCH TRANSACTION SHALL BE SUBJECT TO AND EFFECTED STRICTLY IN COMPLIANCE WITH
THE PROVISIONS APPLICABLE TO ROLL-UP TRANSACTIONS SET FORTH IN SECTION 13.3 OF
THE ARTICLES OF INCORPORATION.
ARTICLE XIII
GENERAL PROVISIONS
13.01
NOTICES.
ALL COMMUNICATIONS REQUIRED OR PERMITTED UNDER THIS
AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN WHEN
DELIVERED PERSONALLY OR UPON DEPOSIT IN THE UNITED STATES MAIL, REGISTERED,
POSTAGE PREPAID RETURN RECEIPT REQUESTED, IF TO THE GENERAL PARTNER, AT 15601
DALLAS PARKWAY, SUITE 600, ADDISON, TEXAS 75001, IF TO ANY OTHER PARTNER, AT
SUCH ADDRESS SET FORTH IN EXHIBIT A ATTACHED HERETO; PROVIDED, HOWEVER, THAT ANY
PARTNER MAY SPECIFY A DIFFERENT ADDRESS BY NOTIFYING THE GENERAL PARTNER IN
WRITING OF SUCH DIFFERENT ADDRESS.
NOTICES TO THE PARTNERSHIP SHALL BE
DELIVERED AT OR MAILED TO ITS SPECIFIED OFFICE.
43
13.02
SURVIVAL OF RIGHTS.
SUBJECT TO THE PROVISIONS HEREOF LIMITING
TRANSFERS, THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTNERS AND THE PARTNERSHIP AND THEIR RESPECTIVE LEGAL REPRESENTATIVES,
SUCCESSORS, TRANSFEREES AND ASSIGNS.
13.03
ADDITIONAL DOCUMENTS.
EACH PARTNER AGREES TO PERFORM ALL FURTHER
ACTS AND EXECUTE, SWEAR TO, ACKNOWLEDGE AND DELIVER ALL FURTHER DOCUMENTS WHICH
MAY BE REASONABLE, NECESSARY, APPROPRIATE OR DESIRABLE TO CARRY OUT THE
PROVISIONS OF THIS AGREEMENT OR THE ACT.
13.04
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE DECLARED
ILLEGAL, INVALID, OR UNENFORCEABLE IN ANY JURISDICTION, THEN SUCH PROVISION
SHALL BE DEEMED TO BE SEVERABLE FROM THIS AGREEMENT (TO THE EXTENT PERMITTED BY
LAW) AND IN ANY EVENT SUCH ILLEGALITY, INVALIDITY OR UNENFORCEABILITY SHALL NOT
AFFECT THE REMAINDER HEREOF.
13.05
ENTIRE AGREEMENT.
THIS AGREEMENT AND EXHIBITS ATTACHED HERETO
CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTNERS AND SUPERSEDE ALL PRIOR WRITTEN
AGREEMENTS (INCLUDING, WITHOUT LIMITATION, THE ORIGINAL AGREEMENT) AND PRIOR AND
CONTEMPORANEOUS ORAL AGREEMENTS, UNDERSTANDINGS AND NEGOTIATIONS WITH RESPECT TO
THE SUBJECT MATTER HEREOF, EXCEPT AS OTHERWISE SET FORTH HEREIN.
13.06
PRONOUNS AND PLURALS.
WHEN THE CONTEXT IN WHICH WORDS ARE USED IN
THE AGREEMENT INDICATES THAT SUCH IS THE INTENT, WORDS IN THE SINGULAR NUMBER
SHALL INCLUDE THE PLURAL AND THE MASCULINE GENDER SHALL INCLUDE THE NEUTER OR
FEMALE GENDER AS THE CONTEXT MAY REQUIRE.
13.07
HEADINGS.
THE ARTICLE AND SECTION HEADINGS IN THIS AGREEMENT ARE
FOR CONVENIENCE ONLY AND SHALL NOT BE USED IN CONSTRUING THE SCOPE OF THIS
AGREEMENT OR ANY PARTICULAR ARTICLE OR SECTION HEREOF.
13.08
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL COPY AND ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT BINDING ON ALL
PARTIES HERETO, NOTWITHSTANDING THAT ALL PARTIES SHALL NOT HAVE SIGNED THE SAME
COUNTERPART.
13.09
GOVERNING
LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS; PROVIDED,