| §1394.__Power of general partner and person dissociated as |
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| general partner to bind partnership after dissolution |
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| | 1.__General partner's act after dissolution.__A limited | partnership is bound by a general partner's act after dissolution | that: |
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| A.__Is appropriate for winding up the limited partnership's | activities; or |
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| B.__Would have bound the limited partnership under section | 1352 before dissolution, if, at the time the other party | enters into the transaction, the other party does not have | notice of the dissolution. |
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| | 2.__Dissociated general partner's act after dissolution.__A | person dissociated as a general partner binds a limited | partnership through an act occurring after dissolution if: |
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| A.__At the time the other party enters into the transaction: |
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| (1)__Less than 2 years has passed since the | dissociation; and |
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| (2)__The other party does not have notice of the | dissociation and reasonably believes that the person is | a general partner; and |
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| (1)__Is appropriate for winding up the limited | partnership's activities; or |
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| (2)__Would have bound the limited partnership under | section 1352 before dissolution and at the time the | other party enters into the transaction the other party | does not have notice of the dissolution. |
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| §1395.__Liability after dissolution of general partner and person |
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| dissociated as general partner to limited partnership, |
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| other general partners and persons dissociated as |
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| | 1.__General partner liable for inappropriate act after | dissolution.__If a general partner having knowledge of the | dissolution causes a limited partnership to incur an obligation | under section 1394, subsection 1 by an act that is not | appropriate for winding up the partnership's activities, the | general partner is liable: |
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