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does not have a contribution obligation with regard to limited | liability partnership obligations for which the partner is not | liable under Section 306. See Comments to Section 401(b). |
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| Subsection (a) draws no distinction as to the cause of | dissolution. Thus, as among the partners, their liability is | treated alike in all events of dissolution. That is a change | from UPA Section 33(l). |
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| | Subsection (b) creates an exception to the general rule in | subsection (a). It provides that a partner, who with knowledge | of the winding up nevertheless incurs a liability binding on the | partnership by an act that is inappropriate for winding up the | business, is liable to the partnership for any loss caused | thereby. |
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| | Section 806 is merely a default rule and may be varied in the | partnership agreement. See Section 103(a). |
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| §1087.__Settlement of accounts and contributions among partners |
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| | 1.__Application of assets.__In winding up a partnership's | business, the assets of the partnership, including the | contributions of the partners required by this section, must be | applied to discharge the partnership's obligations to creditors, | including, to the extent permitted by law, partners who are | creditors.__Any surplus must be applied to pay in cash the net | amount distributable to partners in accordance with their right | to distributions under subsection 2. |
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| | 2.__Settlement of partnership accounts; distributions; | contribution.__Each partner is entitled to a settlement of all | partnership accounts upon winding up the partnership business.__ | In settling accounts among the partners, profits and losses that | result from the liquidation of the partnership assets must be | credited and charged to the partners' accounts.__The partnership | shall make a distribution to a partner in an amount equal to any | excess of the credits over the charges in the partner's account.__ | A partner shall contribute to the partnership an amount equal to | any excess of the charges over the credits in the partner's | account, but excluding from the calculation charges attributable | to an obligation for which the partner is not personally liable | under section 1034. |
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| | 3.__Contribution by other partners; recovery.__If a partner | fails to contribute the full amount required under subsection 2, | all of the other partners shall contribute, in the proportions in | which those partners share partnership losses, the additional | amount necessary to satisfy the partnership obligations for which | they are personally liable under section 1034.__A partner or |
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