EXHIBIT 3.29.2
XXXXXXX AIRCRAFT FURNITURE CO., L.P.
LIMITED PARTNERSHIP AGREEMENT
This Limited Partnership Agreement dated as of the 8th day of June,
2000 is entered into among DAH-IP Holdings, Inc., a Delaware corporation (the
"General Partner") and DAH-IP Infinity, Inc., a Delaware corporation (the
"Limited Partner") (the General Partner and the Limited Partner are referred to
below collectively as the "Partners" and individually as a "Partner"), and is
made with reference to the following facts:
WHEREAS, the Partners formed this limited partnership (the
"Partnership") pursuant to the Texas Revised Limited Partnership Act (the "Act")
on June 8, 2000.
WHEREAS, the Partners desire to set forth in this Agreement
their understanding as to how the Partnership will be administered.
NOW, THEREFORE, in consideration of the mutual provisions and
understandings contained in this Agreement, the Partners hereby agree as
follows:
SECTION 1
PARTNERSHIP FORMATION AND IDENTIFICATION
1.1 FORMATION. Partners admitted on the date hereof formed
the Partnership as a limited partnership pursuant to the Texas Revised
Limited Partnership Act.
1.2 NAME AND PLACE OF BUSINESS. The name of the Partnership
shall be the XxXxxxx Aircraft Furniture Co., L.P. or such other name or names as
may be selected by the General Partner from time to time with written notice
given to the Limited Partner of such change. The principal place of business of
the Partnership shall be 00000 Xxxxx Xxxxxxxxxxx, Xxx Xxxxxxx, Xxxxx 00000,
unless changed by the General Partner with written notice given to the Limited
Partner of such change. The Partnership may also maintain such other offices at
such other places as the General Partner may deem advisable.
1.3 ADDRESS OF PARTNERS. The address of the Limited Partner is
0000 Xxxxxxxxx #000, Xx Xxxxxxx, Xxxxxxxxxx 00000. The address of the General
Partner is 0000 Xxxxxxxxx #000, Xx Xxxxxxx, Xxxxxxxxxx 00000. A Limited Partner
may change its address by written notice to the General Partner, and the General
Partner may change its address by written notice to each Limited Partner.
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1.4 CERTIFICATE. The General Partner has prepared, executed
and acknowledged a separate Certificate of Limited Partnership pursuant to
the power of attorney contained in Section 11. This Certificate of Limited
Partnership was recorded in the office of the Secretary of State of the State
of Texas on June 8, 2000.
1.5. INVESTMENT INTENT. The Limited Partner represents and
warrants that its interest in the Partnership has been acquired for investment
purposes and that it is not acquiring such interest with a view toward the sale
or distribution of all or any part thereof. The Limited Partner acknowledges
that the issuance of its interest in the Partnership has not been registered
under the Securities Act of 1933 (the "33 Act"), or qualified under any state
securities or blue sky law in reliance on exemptions from such registration and
qualification afforded by the 1933 Act and state securities and blue sky laws.
SECTION 2
PURPOSE AND NATURE OF BUSINESS
The purpose of the Partnership and business to be carried on
by it, subject to the limitations contained elsewhere in this Agreement, are:
(a) To acquire certain assets of The Aviart Group,
Incorporated and its affiliates.
(b) To engage in the design, engineering, manufacture, sale or
servicing of cabin cabinetry, furniture or fixtures or equipment for commercial
or corporate aircraft or fixtures or equipment for commercial or corporate
aircraft or general aviation aircraft; and
(c) To enter into and perform any contracts and agreements,
and carry on any activities, incidental to the accomplishment of the foregoing
purpose.
SECTION 3
TERM
The Partnership shall commence on formation pursuant to
Section 1 and shall continue in full force and effect until March 31, 2050,
unless extended by amendment of this Agreement or unless the Partnership is
dissolved prior to that date as hereinafter provided.
SECTION 4
FISCAL YEAR
The Fiscal Year of the Partnership for financial reporting and
tax purposes shall be the calendar year. If, however, the General Partner
determines that a change to some other fiscal year for either financial
reporting or tax purposes would be in the best interests of the
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Partnership, the General Partner shall be entitled (subject to applicable laws
and regulations) to make such a change.
SECTION 5
AGENT FOR SERVICE OF PROCESS
CT Corporation System, 000 Xxxxx Xx. Xxxx Xxxxxx, Xxxxxx Xxxxx
00000, is hereby designated as the agent of the Partnership upon whom process
issued by authority of or under any law of the State of Texas may be served.
SECTION 6
CAPITAL CONTRIBUTIONS AND ACCOUNTS
6.1 INITIAL CAPITAL CONTRIBUTIONS.
(a) The Partners shall contribute the following cash amounts
to the capital of the Partnership concurrently with the approval of this
Agreement:
General Partner $ 57,000
Limited Partner $ 846,000
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Total $ 903,000
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(b) Capital Contributions may be made cash or in kind, if such
property is approved by the General Partner.
6.2 ADDITIONAL CAPITAL CONTRIBUTION. Except as otherwise
provided in this Article 6, the Limited Partner shall not be obligated to make
any additional capital contributions to the Partnership, PROVIDED that, upon the
General Partner's request, the Limited Partner shall be entitled to make
additional capital contributions in the Limited Partner's sole and absolute
discretion.
6.3 LIMITED LIABILITY. The Limited Partner (i) shall not be
obligated or liable to the Partnership, the General Partner, or any other person
for losses in excess of the capital contributions made and required to be made
by the Limited Partner under this Agreement, (ii) except as may otherwise be
provided by law, shall not be liable to the Partnership, the General Partner or
any other person for the repayment of amounts received from the Partnership
pursuant to the terms of this Agreement, whether or not such amounts are deemed
to be returns or withdrawals of capital, and (iii) shall not have any liability
or obligation to any person whatsoever for any obligations or liabilities of the
Partnership.
6.4 CAPITAL ACCOUNTS. The General Partner shall at all times
maintain or cause to be maintained a separate capital account ("Capital
Account") for each Partner which shall be credited with all Capital
Contributions and maintained as provided below. Each Capital Account shall
specifically reflect the name and address of the Partner and shall be maintained
in accordance with Treasury Regulation Section 1.704-1(b).
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SECTION 7
ALLOCATIONS AND DISTRIBUTIONS
7.1 ALLOCATIONS.
(a) ALLOCATION OF LOSSES. All losses of the Partnership
(including all expense items separately stated on the Partnership's tax returns)
shall be allocated one percent (1%) to the General Partner and ninety-nine
percent (99%) to the Limited Partner.
(b) ALLOCATION OF PROFITS. Profits from operations and capital
events shall be allocated one percent (1%) to the General Partner and
ninety-nine percent (99%) to the Limited Partner.
7.2 DISTRIBUTIONS.
(a) Cash available for distribution means and includes all
cash receipts of the Partnership from any and all sources whatsoever, less all
Partnership expenditures and less a reserve determined in the reasonable
discretion of the General Partner. Cash available for distribution shall be
distributed one percent (1%) to the General Partner and ninety-nine percent
(99%) to the Limited Partner.
(b) Cash available for distribution shall be distributed to
the partners within thirty (30) days after the General Partner determines the
availability thereof.
SECTION 8
AUTHORITY OF THE GENERAL PARTNER
8.1 MANAGEMENT. The General Partner shall have full
responsibility for and charge of the overall management, conduct and operation
of the Partnership in all respects. Without in any way limiting or impairing the
generality of the foregoing, the General Partner shall have the full power and
authority to do the following:
(a) Negotiate the acquisition of the assets of The Infinity
Partners Ltd. (the "Assets");
(b) Manage the Assets;
(c) Administer the overall operation of the Partnership;
(d) Act as the tax matters partner for the Partnership in
accordance with Section 8.2;
(e) Perform, or cause to be performed, the following services:
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(i) set up books of account, records and payment
procedures, including individual accounts of the Partners;
(ii) provide bookkeeping and other related services
for the Partnership;
(iii) collect, manage and disburse the Capital
Contributions of the Partners for the purposes set forth in this Agreement;
(iv) provide management, financial and business
planning services to the Partnership;
(v) collect receipts and make payments and
expenditures in accordance with the terms of this Agreement; and
(vi) make periodic reports relating to operating
results, valuations and Limited Partner account balances, as required by this
Agreement;
(g) Employ from time to time third parties to render services
to the Partnership, including attorneys and accountants who may also
represent the General Partner or any of its Affiliates;
(h) Appoint and designate any Person as successor or
substitute agent for service of process of the Partnership and file any
amendment to the Certificate of Limited Partnership necessary or
appropriate in connection therewith;
(i) Take whatever steps are required by governmental
authorities having jurisdiction over the Partnership or its Assets;
(j) Possess and exercise all of the rights and powers provided
by law to a general partner in a limited partnership, except to the
extent that such rights might be limited or restricted by this
Agreement;
(k) Process Limited Partner admissions, withdrawals and
redemptions;
(l) Exercise, in its sole discretion, any voting, consent or
similar rights relating to the Assets and execute and deliver on behalf
of the Partnership any proxies, powers of attorney, consents or other
instruments relating to the exercise of those rights; and
(m) Do anything else that the General Partner deems advisable
to further the purposes of the Partnership and that is not prohibited
by this Agreement or applicable law.
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8.2 TAX MATTERS.
(a) The General Partner is hereby designated the "tax matters
partner" for purposes of Section 6231(a) of the Code (and regulations
thereunder).
(b) The General Partner is hereby authorized to withhold, out
of any distributions that would otherwise be made to the Limited Partner, an
amount equal to the amount of United States federal, state or local income or
other tax, and any related penalties, interest or other payments, that the
General Partner determines the Partnership or the General Partner is required to
withhold or to pay to a taxing authority with respect to or on behalf of such
Limited Partner, and to file all necessary reports relating to such withholding
or payment as may be required by law. Any amounts so withheld or paid shall be
deemed actually distributed to such Limited Partner for all purposes of this
Agreement. Notwithstanding the foregoing, if any such amounts are deemed for tax
purposes to be a Partnership deduction or expense, the amount of any such
deduction or expense shall be specially allocated to the Limited Partner. If at
any time (x) the amount required to be withheld or paid with respect to or on
behalf of such Limited Partner shall exceed (y) the amounts that are then
available for distribution to such Limited Partner, the General Partner shall
notify such Limited Partner of the amount by which the amount referred to in
clause (x) exceeds the amount referred to in clause (y), and such Limited
Partner shall promptly pay over to the General Partner an amount of cash equal
to such amount. The Limited Partner shall indemnify the Partnership and the
General Partner and hold each of them harmless from any liability with respect
to any taxes, penalties or interest required to be withheld or paid to any
taxing authority by the Partnership or the General Partner for or on behalf of
such Limited Partner or with respect to such Limited Partner.
(c) The General Partner shall have the right to make such
elections under the tax laws of the United States, the several states and other
relevant jurisdictions as to the treatment of items of Partnership income, gain,
loss, deduction and credit and as to all other relevant matters as it believes
necessary, appropriate and desirable.
(d) The General Partner may make or petition to revoke (as the
case may be) the election referred to in Section 754 of the Code. Each Partner
agrees in the event of such an election to supply promptly to the Partnership
the information necessary to give effect thereto.
8.3 DOING BUSINESS OUTSIDE TEXAS. In the event that the
Partnership engages in any business permitted by this Agreement in jurisdictions
other than Texas, and the General Partner deems it advisable in order to protect
the limited liability of the Limited Partner or to comply with applicable laws
and regulations, the General Partner may, and, to the extent required by law,
shall:
(a) File or record this Agreement, a certificate of limited
partnership or other documents or instruments in such other
jurisdictions;
(b) Establish and form a new limited partnership(s) in such
other jurisdictions pursuant to such jurisdiction's laws and
regulations, which limited partnership(s) shall
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have the Partnership or the Limited Partner as a limited partner or as
limited partners and the General Partner as the general partner;
(c) Obtain opinions of counsel in such other jurisdictions;
and
(d) Take such other actions as shall be deemed advisable by
the General Partner.
8.4 MANAGEMENT FEE OF GENERAL PARTNER. The General Partner
will not receive a Management Fee for its services hereunder.
8.5 EXPENSES OF THE PARTNERSHIP. The General Partner shall be
entitled to reimbursement in full from the Partnership for (or cause the
Partnership to pay directly) all properly substantiated expenses, costs and fees
directly incurred in connection with the formation, operation and termination of
the Partnership.
8.6 LIMITED PARTNER'S CONSENT. To the fullest extent permitted
by law, the Limited Partner hereby consents to the exercise by the General
Partner of the powers conferred on it by this Agreement.
8.7 AMENDMENTS.
(a) This Agreement may be amended only in a writing signed by
all of the Partners.
(b) Notwithstanding paragraph (a) of this Section, the General
Partner may amend this Agreement, without providing written notice to the
Limited Partner thereof, to: (i) make a change that is necessary or, in the
opinion of the General Partner, advisable to qualify the Partnership as a
limited partnership or a partnership in which the Limited Partner have limited
liability under the laws of any jurisdiction, or to ensure that the Partnership
will not be treated as an association taxable as a corporation for federal
income tax purposes; (ii) supply any omission or make any change that is
necessary or desirable to cure any ambiguity, or to correct or supplement any
provision in this Agreement that would be inconsistent with any other provision
in this Agreement; or (iii) make any change that is necessary or desirable to
satisfy any opinion, order or ruling of any federal, state or other governmental
statutes, so long as such change minimizes any adverse effect on the Limited
Partner, or that is required or contemplated by this Agreement.
8.8 GENERAL PARTNER LIABILITY. Except as otherwise required by
law, neither of the General Partner nor any of its Affiliates, directors,
officers, employees, shareholders, assigns, representatives or agents shall be
liable, responsible or accountable in damages or otherwise to the Partnership or
the Limited Partner for any loss, liability, damage, settlement cost, or other
expense incurred by reason of any act or omission performed or omitted by such
Person so long as such Person is not determined to be guilty by a final
adjudication of gross negligence or willful misconduct with respect to such act
or omission. The General Partner may
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separately engage or invest in other business ventures that may be in
competition with the Partnership.
SECTION 9
LIMITED PARTNER
9.1 NO MANAGEMENT POWER OR LIABILITY. Except as specifically
provided herein to the contrary, the Limited Partner shall have no rights or
power in the management of, or the transaction of any business by, the
Partnership and shall have no power or authority to sign for or bind the
Partnership.
SECTION 10
TRANSFER OF PARTNERS' INTERESTS; WITHDRAWALS
10.1 RESTRICTIONS ON TRANSFER. Each Partner shall not
voluntarily or involuntarily sell, convey, assign, mortgage, pledge,
hypothecate, encumber or otherwise transfer (collectively, "Transfer") its
interest in the Partnership or any part thereof without the prior written
consent of the other Partner, which consent may not be unreasonably withheld.
10.2 SUBSTITUTED LIMITED PARTNER.
(a) No transferee of a Limited Partner's interest in the
Partner shall have the right to become a Limited Partner ("Substitute Limited
Partner") in place of its transferor unless and until all of the following
conditions have been satisfied:
(i) The General Partner has consented in writing to
the substitution;
(ii) The assignor and assignee execute, acknowledge
and deliver such instruments as the General Partner deems necessary, appropriate
or desirable to effect such substitution; and
(iii) The Substituted Limited Partner agrees to bear
all expenses and costs of such substitution, including legal fees and filing
fees of the Partnership.
(b) An assignee, Legal Representative or successor in interest
of a Limited Partner shall be subject to all of the restrictions upon a Limited
Partner provided in this Agreement.
(c) If an assignee, Legal Representative or successor in
interest of a Limited Partner is not admitted as a Substituted Limited Partner
(a "Nonadmitted Transferee"), such Nonadmitted Transferee shall become a holder
of record of the Limited Partnership interest and shall be entitled to receive
distributions in respect of such Units as herein provided but otherwise shall
have none of the rights or obligations of a Limited Partner.
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SECTION 11
POWER OF ATTORNEY
11.1 APPOINTMENT OF GENERAL PARTNER AS ATTORNEY FOR LIMITED
PARTNERS. The Limited Partner makes, constitutes and appoints the General
Partner its true and lawful attorney-in-fact, in its name, place and stead,
with full power to do any of the following:
(a) File and record this Agreement and all amendments to this
Agreement made in accordance with this Agreement;
(b) Prepare, execute on its behalf, verify, file and record
amendments to this Agreement;
(c) Prepare, execute on its behalf, file and record a
Certificate of Limited Partnership and all amendments that the General Partner
may deem advisable, including amendments to reflect the changes identified in
clause (b) above;
(d) Prepare, execute on its behalf, file and record any other
agreements, certificates, instruments and other documents required to continue
the Partnership, to admit Substituted Limited Partner, to liquidate and dissolve
the Partnership, to comply with applicable law, and to carry out the purposes of
clauses (a) and (b) above, to the extent consistent with this Agreement;
(e) Take any further action that the General Partner shall
consider advisable in connection with the exercise of the authority pursuant to
this Section.
11.2 NATURE OF SPECIAL POWER. The power of attorney granted
under this Section 11 is a special power of attorney coupled with an interest,
is irrevocable and may be exercised by the General Partner by listing all of the
Partners executing any agreement, certificate, instrument or document with a
single signature of such attorney-in-fact acting as attorney-in-fact for all of
them.
SECTION 12
BOOKS AND RECORDS
The General Partner shall maintain the books and records
required by law for the Partnership at its principal office and all Partners
have the right to inspect, examine and copy such books and records at reasonable
times and upon reasonable notice. Upon the request of a Limited Partner, the
General Partner shall promptly deliver to the requesting Limited Partner, at the
expense of the Partnership, a copy of any information which the General Partner
is required by law to so provide.
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SECTION 13
ADMISSION OF ADDITIONAL PARTNERS, GENERAL PARTNER REMOVAL, ETC.
13.1 ADMISSION OF PARTNERS. No additional Partners shall be
admitted to the Partnership without the written consent of all Partners.
13.2 VOLUNTARY WITHDRAWAL; HYPOTHECATION. The General Partner
shall have the right to resign as General Partner of the Partnership at any time
in its sole discretion, upon 30 days' prior written notice. The General Partner
may pledge or grant a security interest in its right to receive payments and
distributions under this Agreement.
13.2 REMOVAL OF THE GENERAL PARTNER; INSOLVENCY, ETC.
(a) The General Partner may be removed as general partner
without its consent only by reason of the General Partner's fraud, willful
misconduct or gross negligence in connection with operations of the Partnership,
which fraud, willful misconduct or gross negligence shall have had a material
adverse effect on the business or properties of the Partnership, or if the
General Partner shall cease to be capable of properly performing its duties
hereunder. Immediately prior to the effective date of such removal or upon the
resignation of the General Partner, a successor General Partner may be appointed
to continue the business of the Partnership upon the written consent of the
Limited Partner.
(b) The General Partner shall cease to be the General Partner
of the Partnership if the General Partner is dissolved, or if an order for
relief against the General Partner is entered under Chapter 7 of the federal
bankruptcy law, or if: (i) the General Partner makes a general assignment for
the benefit of creditors, (ii) the General Partner files a voluntary petition
under the federal bankruptcy law, (iii) the General Partner files a petition or
answer seeking for the General Partner any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
statute, law, or regulation, (iv) the General Partner files an answer or other
pleading admitting or failing to contest the material allegations of a petition
filed against the General Partner in any proceeding of this nature, (v) the
General Partner seeks, consents to, or acquiesces in the appointment of a
trustee, receiver, or liquidator of the General Partner or of all or any
substantial part of the General Partner's properties, (vi) 60 days after the
commencement of any proceeding against the General Partner seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation, and the proceeding has
not been dismissed, or (vii) within 60 days after the appointment without the
General Partner's consent or acquiescence of a trustee, receiver, or liquidator
of the General Partner or of all or any substantial part of the General
Partner's properties, the appointment is not vacated or stayed, or within 60
days after the expiration of any such stay, the appointment is not vacated.
Immediately prior to the effective date of the General Partner's cessation of
service as General Partner, a successor General Partner may be appointed to
continue the business of the Partnership with the written consent of not less
than all of the remaining Partners.
(c) If the Limited Partner removes the General Partner in
accordance with Section 13.2(a), a notice of removal specifying the effective
date of removal shall be served on
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the General Partner either by certified or by registered mail, return receipt
requested, or by personal service.
(d) Any successor General Partner shall have the same rights
and obligations under this Agreement as the replaced General Partner would have
had subsequent to such date if the replaced General Partner has continued to act
as General Partner.
SECTION 14
DISSOLUTION AND TERMINATION OF THE PARTNERSHIP
14.1 EVENTS CAUSING DISSOLUTION. The Partnership shall be
dissolved and terminated and its Assets distributed in the manner and order
provided for in this Section upon expiration of the term of the Partnership
unless earlier dissolved under the following provisions:
(a) The General Partner may elect to dissolve the Partnership
following the sale of all or substantially all of the Assets of the Partnership;
(b) The General Partner may elect to dissolve the Partnership
in the event that the General Partner determines that as a result of the
application to the Partnership or a Partner of legal restrictions, the
Partnership, the Limited Partner or the General Partner may be materially and
adversely affected;
(c) When the General Partner resigns, is removed or otherwise
ceases to be the General Partner of the Partnership, the Partnership shall be
dissolved and terminated unless a successor General Partner has been appointed;
or
(d) A court of competent jurisdiction decrees dissolution.
Notwithstanding provisions (a) through (d) above, the General
Partner may elect to terminate the Partnership in its sole and absolute
discretion.
14.2 DISTRIBUTION AND VALUATION OF ASSETS ON LIQUIDATION.
(a) In liquidating the Partnership, the General Partner will
make distributions in cash, in kind, or partly in cash and partly in kind as the
General Partner may determine. The General Partner need not distribute all of
the Assets at once, but may make partial distributions.
(b) Subject to subsection (c) below, the Assets of the
Partnership, after allowing for claims of creditors of the Partnership, the
Management Fees of the General Partner, claims by the General Partner for
expenses, charges or deductions of the Partnership paid by it, or any other
liabilities of the Partnership, shall be distributed to the Partners in the
proportions that their respective positive Capital Account balances bear to each
other. In the case of a distribution in kind of any Assets, such Assets shall be
treated as though they were sold immediately prior to such distribution for
their fair market value, and the Capital Accounts shall be adjusted to reflect
such deemed sale.
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(c) In the event the Partnership is "liquidated" within the
meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), the distributions
pursuant to this Article shall be made, to the extent possible, within the time
period required by Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). Where
necessary and desirable to comply with the preceding sentence, distributions may
be made to a trust established for the benefit of the Partners for the purposes
of liquidating Partnership Assets, collecting amounts owed to the Partnership
and paying any contingent or unforeseen liabilities or obligations of the
Partnership or of the General Partner arising out of or in connection with the
Partnership. The General Partner or the liquidator, as the case may be, shall
distribute the assets of any such trust to the Partners from time to time in the
same proportions as the amount distributed to the trust by the Partnership would
otherwise have been distributed to the Partners pursuant to this Agreement.
SECTION 15
GENERAL PROVISIONS
15.1 NOTICES. Except as otherwise provided herein, any
notice, distribution, offer or other communication which shall be given to
any Partner in connection with the Partnership or this Agreement shall be
duly given if reduced to writing and either personally delivered or sent by
mail, postage prepaid, or facsimile transmission, telex or telegraph to the
address most recently furnished by the Limited Partner for such purpose and
if so mailed shall conclusively be deemed received five days after mailing,
or if sent by facsimile transmission, telex or telegraph shall conclusively
be deemed received the day after being so sent.
15.2 SURVIVAL OF RIGHTS. This Agreement shall be binding
upon and, as to permitted or accepted successors, transferees and assigns,
inure to the benefit of the Partners and the Partnership and their respective
heirs, legatees, legal representatives, successors, transferees and assigns,
in all cases whether by the laws of descent and distribution, sale of assets,
other sale, operation of law, or, without limitation, otherwise.
15.3. CONSTRUCTION. The language in all parts of this
Agreement shall be in all cases construed simply according to its fair
meaning and not strictly for or against the Limited Partner or the General
Partner.
15.4. SECTION HEADINGS. The captions of the sections in
this Agreement are for convenience only and shall not be used in construing
or interpreting this Agreement.
15.5. AGREEMENT IN COUNTERPARTS. This Agreement and any
amendments hereto may be executed in multiple counterparts, each of which shall
be deemed an original agreement and all of which shall constitute one and the
same agreement, notwithstanding the fact that all Partners are not signatories
to the original or the same counterpart.
15.6. GOVERNING LAW. This Agreement shall be construed
according to the internal laws, and not the laws pertaining to choice or
conflict of laws, of the State of Texas.
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15.7 ADDITIONAL DOCUMENTS. Each Partner, upon the request of
the General Partner, agrees to perform all further acts and execute, acknowledge
and deliver all further documents which may be reasonably necessary, appropriate
or desirable to carry out the provisions of this Agreement, including but not
limited to acknowledging before a Notary Public any signature heretofore or
hereafter made by a Partner.
15.8 ENTIRE AGREEMENT. This Agreement as may have been
executed and delivered by the Limited Partner (a) constitutes the entire
Agreement of the Partners with respect to the Partnership, and (b) supersedes
all prior written and prior and contemporaneous oral agreements,
understandings and negotiations with respect to the Partnership.
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