Capa de Servidores de Planificación

8.1. Wind Up Trigger Events: Scope, Revocation & Cancellation. The Partnership is required to “Wind-Up” (i.e., commence the process of winding up its business and affairs) on the occurrence of any Wind Up Trigger Event (a/k/a “Wind Up Trigger”) as defined in this Section, unless that event is cancelled or revoked as provided in this Section.

(A) Expiration of Period of Duration. The expiration of the Partnership’s period of Duration, if any, in effect at the relevant time is a Wind Up Trigger Event; it may be cancelled within 90 days of the event by Required Vote (per Section 1.6) amending this Agreement and the Partnership's Certificate of Formation for the sole purpose of extending or eliminating the period of duration, in accordance with TBOC §§11.152(b) & 153.501(a).

A Required Vote to Wind Up (per Section 1.6) is a Wind Up Trigger Event; it may be revoked at any time prior to the filing of a certificate of termination for the Partnership by Required Vote to continue the Partnership in accordance with TBOC §§11.152(a) & 153.501(d).

(C) Withdrawal of Last GP. The Withdrawal of the last remaining GP (see Section 6.6) is a Wind Up Trigger Event; it shall be cancelled within 90 days of the Withdrawal by Required Vote (per Section 1.6) to

 continue the business of the Partnership and  appointing one or more new GPs,

in accordance with TBOC §§11.152 & 153.501(b).

(D) No LPs. The Partnership ceasing to have at least one LP is a Wind Up Trigger Event (as provided in TBOC §§11.058(c) & 11.051(4)); it may be cancelled within 90 days of the event by Required Vote (per Section 1.6) and agreement with the legal representative or successor of the last remaining LP to:

 continue the business of the Partnership; and

 admit the legal representative or successor of the last remaining LP, or the Person's nominee or designee, to the Partnership as an LP,

(E) Judicial Decree. A decree by a court requiring the winding up, dissolution or termination of the Partnership, rendered under the TBOC or other law (as provided in TBOC §11.051(5)) is a Wind Up Trigger Event.

(F) Other Mandatory TBOC Provisions. An event specified in any provision of the TBOC (other than §11.051 or §11.058) that is non-waivable and that mandates the winding up or termination of the Partnership (as provided in TBOC §11.051(4)) is a Wind Up Trigger Event; it may be cancelled if and to the extent allowed by applicable law.

8.2. No Other Events Require Winding Up. Except to the extent mandated by a non-waivable provision of the TBOC, no other event requires the winding up of the Partnership.

8.3. Winding Up Procedures. If the Partnership is required to Wind Up (see Section 8.1) the Liquidator (defined below) shall wind up the business and affairs of the Partnership as soon as reasonably practicable.

(A) Liquidator. The “Liquidator” shall be the GP, if any. If there is no GP or if any Liquidator fails or ceases to serve, the (successor) Liquidator shall be the Person so designated by Required Vote (per Section 1.6). The Liquidator shall have sole discretion to determine whether to liquidate all or any portion of the assets and property of the Partnership and the consideration to be received for that property. The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the liquidation and termination of the Partnership that the GP would have with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidator is expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Partnership and the transfer of any assets. The Liquidator shall receive reasonable compensation for its services as approved by Required Vote. The Liquidator, if not a GP, shall not be liable as a GP to the LPs and shall, while acting in the capacity as Liquidator on behalf of the Partnership, be entitled to the same indemnification rights as are set forth in Section 9.2.

(B) Liquidation & Final Distribution. The Liquidator shall apply and distribute the proceeds of the sale or liquidation of the assets and property of the Partnership in the following order of priority, unless otherwise required by nonwaivable provisions of applicable law:

 To pay (or to make provision for the payment of) all creditors of the Partnership (including Partners who are creditors of the Partnership), in the order of priority provided by law or otherwise, in satisfaction of all debts, liabilities or obligations of the Partnership due its creditors.

 To set up whatever cash reserve, if any, the Liquidator deems appropriate for any contingent or unforeseen liabilities or obligations of the Partnership. The cash reserve shall not exceed ten percent (10%) of the value of the net assets of the Partnership prior to liquidation nor be held for more that two years after the date of the Wind Up Trigger Event, unless a larger amount or longer duration is approved by Required Vote (per Section 1.6).

 after the payment (or the provision for payment) of all debts, liabilities and obligations of the Partnership in accordance with clause (i) above, any balance remaining shall be distributed to the Partners in accordance with Subsection 3.7(C).

8.4. Final Statement. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Partners a final version of the statements required by Section 5.4. which shall set forth the assets and the liabilities of the Partnership as of the date of complete liquidation, each Partner's pro rata portion of distributions pursuant to Subsection 3.7(C), and the amount retained as reserves by the Liquidator pursuant to Subsection 8.3(B).

8.5. Termination. On compliance with the distribution plan described in Subsection 8.3(A), the Partnership shall cease to exist as a partnership, and the Liquidator shall execute, acknowledge and file a certificate of termination evidencing termination of the Partnership.