| | 2.__Winding up limited partnership.__In winding up its | activities, the limited partnership: |
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| A.__May amend its certificate of limited partnership to | state that the limited partnership is dissolved, preserve | the limited partnership business or property as a going | concern for a reasonable time, prosecute and defend actions | and proceedings, whether civil, criminal or administrative, | transfer the limited partnership's property, settle disputes | by mediation or arbitration, file a statement of termination | as provided in section 1323 and perform other necessary | acts; and |
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| B.__Shall discharge the limited partnership's liabilities, | settle and close the limited partnership's activities and | marshal and distribute the assets of the partnership. |
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| | 3.__Appointment to wind up activities.__If a dissolved limited | partnership does not have a general partner, a person to wind up | the dissolved limited partnership's activities may be appointed | by the consent of limited partners owning a majority of the | rights to receive distributions as limited partners at the time | the consent is to be effective. A person appointed under this | subsection: |
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| A.__Has the powers of a general partner under section 1394; | and |
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| B.__Shall promptly amend the certificate of limited | partnership to state: |
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| (1)__That the limited partnership does not have a | general partner; |
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| (2)__The name of the person that has been appointed to | wind up the limited partnership; and |
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| (3)__The street and mailing address of the person. |
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| | 4.__Judicial supervision.__On the application of any partner, | the Superior Court may order judicial supervision of the winding | up, including the appointment of a person to wind up the | dissolved limited partnership's activities, if: |
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| A.__The limited partnership does not have a general partner | and within a reasonable time following the dissolution no | person has been appointed pursuant to subsection 3; or |
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| B.__The applicant establishes other good cause. |
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