Limited Partnership Agreement Page 21
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22ARTICLE XIII
MISCELLANEOUS PROVISIONS
13.1
Entire Agreement. This Agreement contains the entire understanding among the
Partners and supersedes any prior written or oral agreements between them respecting the subject
matter contained herein.
There are no representations, agreements, arrangements, or
understandings, oral or written, between and among the Partners relating to the subject matter of
this Agreement that are not fully expressed herein.
13.2
Amendments. The provisions of this Agreement may be amended by the vote of
seventy-five percent (75%) of the Partners. Any amendment of this Agreement shall be in
writing, dated, and executed by all Partners. If any conflict arises between the provision of any
amendment and the original Agreement as previously amended, the most recent provisions shall
control. No amendment shall, without the unanimous con sent of all Partners, modify the
Partnership interests of the Partners or the allocation of profits or losses or distributions, change
the compensation provided for the General Partner or __________________, or amend this
Section, except as provided in Subsections 2.3, 2.4 or 9.3.
13.3
Attorneys' Fees and Costs. If any action at law or in equity, including an action
for declaratory or injunctive relief, is brought to enforce or interpret the provisions of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs.
13.4
Governing Law. All questions with respect to the construction of this Agreement
and the rights and liabilities of the parties hereto shall be governed by the laws of the State of
California.
13.5
Notices. All notices shall be in writing and sent by regular United States mails.
All notices to the Partners shall be sent to them at the addresses shown for them in the records of
the Partnership. All notices to the Partnership shall be sent to it at its principal executive office
in California. Notices shall be deemed to have been delivered when deposited in the United
States mails.
13.6
Successors. Subject to the restrictions against assignment of partnership interests
contained herein, this Agreement shall inure to the benefit of and shall be binding upon the
assigns, successors in interest, personal representatives, estates, heirs, and legatees of each of the
parties hereto.
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