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On the basis of a comparison of section 10.01 of the
partnership agreements and TRLPA section 8.01, we conclude that
section 10.01 of the partnership agreements does not contain
restrictions on liquidation that constitute applicable restrictions
within the meaning of section 2704(b). We reach this conclusion
because Texas law provides for the dissolution and liquidation of
a limited partnership pursuant to the occurrence of events
specified in the partnership agreement or upon the written consent
of all the partners, and the restrictions contained in section
10.01 of the partnership agreements are no more restrictive than
the limitations that generally would apply to the partnerships
under Texas law. Consequently, these provisions are excepted from
the definition of an applicable restriction pursuant to section
2704(b)(3)(B) and section 25.2704-2(b), Gift Tax Regs.
Respondent counters that we should compare the restrictions
contained in section 10.01 of the partnership agreements with TRLPA
section 6.03, which provides:
A limited partner may withdraw from a limited
partnership at the time or on the occurrence of events
specified in a written partnership agreement and in
accordance with that written partnership agreement. If
the partnership agreement does not specify such a time or
event or a definite time for the dissolution and winding
up of the limited partnership, a limited partner may
withdraw on giving written notice not less than six
months before the date of withdrawal to each general
partner * * *.
Respondent's reliance on TRLPA section 6.03 is misplaced. TRLPA
section 6.03 governs the withdrawal of a limited partner from the
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