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management of the partnership except with the unanimous consent of
the partners. However, the provision further states that the terms
of article VIII shall apply to an assignee as if he were a
substituted partner.
Section 9.02 states that no limited partner shall have the
right to withdraw from the partnerships before the partnerships
dissolve and liquidate. However, class B limited partners have a
“put right”; i.e., the right to require the partnership to purchase
part or all of a class B limited partnership interest at “fair
market value” as defined in section 8.12. The latter section
defines fair market value under the so-called willing buyer/willing
seller standard, with the caveat that the hypothetical willing
buyer of the limited partnership interest will have no withdrawal
or put rights.
Section 10.01 sets forth the liquidation provisions at the
center of the present controversy. Section 10.01 states that the
partnerships will dissolve and liquidate on the earlier of (1)
December 31, 2043, (2) by agreement of all the partners, or (3) on
the occurrence of certain narrowly defined acts of dissolution.
Transfers to University of Texas
Petitioners donated approximately $750,000 to the university
of Texas (the university) between 1975 and 1999. Between 1981 and
1983, petitioners donated $100,000 to the university to establish
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Last modified: May 25, 2011