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| If the parties fail to reach agreement, the court must determine | the buyout price of the partner's interest, any offsets, including | damages for wrongful dissociation, and the amount of interest | accrued. If payment to a wrongfully dissociated partner is | deferred, the court may also require security for payment and | determine the other terms of the obligation. |
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| | Under subsection (i), attorney's fees and other costs may be | assessed against any party found to have acted arbitrarily, | vexatiously, or not in good faith in connection with the | valuation dispute, including the partnership's failure to tender | payment of the estimated price or to make the required | disclosures. This provision is based in part on RMBCA Section | 13.31(b). |
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| §1072.__Dissociated partner's power to bind and liability to |
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| | 1.__Apparent authority of dissociated partner.__For 2 years | after a partner dissociates without resulting in a dissolution | and winding up of the partnership business, the partnership, | including a surviving partnership under subchapter 9, is bound by | an act of the dissociated partner that would have bound the | partnership under section 1031 before dissociation only if at the | time of entering into the transaction the other party: |
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| A.__Reasonably believed that the dissociated partner was | then a partner; |
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| B.__Did not have notice of the partner's dissociation; and |
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| C.__Is not deemed to have notice under section 1074, | subsection 2. |
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| | 2.__Liability for obligation after dissociation.__A | dissociated partner is liable to the partnership for any damage | caused to the partnership arising from an obligation incurred by | the dissociated partner after dissociation for which the | partnership is liable under subsection 1. |
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| | (This is Section 702 of the Uniform Partnership Act (1997).) |
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| | 1. Section 702 deals with a dissociated partner's lingering | apparent authority to bind the partnership in ordinary course | partnership transactions and the partner's liability to the | partnership for any loss caused thereby. It also applies to |
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