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even if not appropriate for continuing the business. Similarly, | | any rights of a third party arising out of conduct in reliance on | | the dissolution are protected, absent knowledge (or notification) | | of the waiver. Thus, for example, a partnership loan, callable | | upon dissolution, that has been called is not reinstated by a | | subsequent waiver. If the loan has not been called before the | | lender learns (or is notified) of the waiver, however, it may not | | thereafter be called because of the dissolution. On the other | | hand, a waiver does not reinstate a lease that is terminated by the | | dissolution itself. |
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| | | §1083.__Right to wind up partnership business |
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| | | 1.__Participation of partner; judicial supervision.__After | | dissolution, a partner who has not wrongfully dissociated may | | participate in winding up the partnership's business, but on | | application of any partner, partner's legal representative or | | transferee, the Superior Court, for good cause shown, may order | | judicial supervision of the winding up. |
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| | | 2.__Legal representative of last surviving partner.__The legal | | representative of the last surviving partner may wind up a | | partnership's business. |
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| | | 3.__Powers of person winding up business.__A person winding up | | a partnership's business may preserve the partnership business or | | property as a going concern for a reasonable time, prosecute and | | defend actions and proceedings, whether civil, criminal or | | administrative, settle and close the partnership's business, | | dispose of and transfer the partnership's property, discharge the | | partnership's liabilities, distribute the assets of the | | partnership pursuant to section 1087, settle disputes by | | mediation or arbitration and perform other necessary acts. |
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| | | (This is Section 803 of the Uniform Partnership Act (1997).) |
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| | | Section 803(a) is drawn from UPA Section 37. It provides that | | the partners who have not wrongfully dissociated may participate | | in winding up the partnership business. Wrongful dissociation is | | defined in Section 602. On application of any partner, a court | | may for good cause judicially supervise the winding up. |
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| | | Section 803(b) continues the rule of UPA Section 25(2)(d) that | | the legal representative of the last surviving partner may wind | | up the business. It makes clear that the representative of the | | last surviving partner will not be forced to go to court for | | authority to wind up the business. On the other hand, the legal |
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