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
54
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, HOWEVER, THAT ANY
CAUSE OF ACTION FOR VIOLATION OF FEDERAL OR STATE SECURITIES LAW SHALL NOT BE
GOVERNED BY THIS SECTION 13.09.
13.10
ARBITRATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, ALL CLAIMS, DISPUTES AND CONTROVERSIES BETWEEN THE PARTIES
HERETO (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS, DISPUTES AND CONTROVERSIES
BETWEEN THE PARTNERSHIP AND ANY ONE OR MORE OF THE PARTNERS AND BETWEEN OR AMONG
ANY PARTNERS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
PARTNERSHIP CREATED HEREBY, OR ANY ACT OR FAILURE TO ACT BY THE COMPANY, THE
GENERAL PARTNER OR ANY OTHER PARTNER HEREUNDER, SHALL BE RESOLVED BY BINDING
ARBITRATION IN DALLAS, TEXAS BY THE AMERICAN ARBITRATION ASSOCIATION (THE
"AAA"), IN ACCORDANCE WITH THIS SECTION 13.10.
ANY ARBITRATION CALLED FOR BY
THIS SECTION 13.10 SHALL BE CONDUCTED IN ACCORDANCE WITH THE FOLLOWING
PROCEDURES:
(a)
Any party hereto (the "Requesting Party") may demand arbitration
pursuant to this Section 13.10 at any time by giving written notice of such
demand (the "Demand Notice") to all other Partners and (if the Requesting Party
is not the Partnership) to the Partnership which Demand Notice shall describe in
reasonable detail the nature of the claim, dispute or controversy.
(b)
Within 15 days after the giving of a Demand Notice or such
additional time as required by the AAA, the AAA shall select and designate in
writing three reputable, disinterested individuals willing to act as an
arbitrator of the