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| 1.__Continuation for purpose of winding up.__Subject to subsection | | 2, a partnership continues after dissolution only for the purpose | | of winding up its business.__The partnership is terminated when the | | winding up of its business is completed. |
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| | | 2.__Waiver of right to wind up business; terminate | | partnership.__At any time after the dissolution of a partnership | | and before the winding up of its business is completed, all of | | the partners, including any dissociating partner other than a | | wrongfully dissociating partner, may waive the right to have the | | partnership's business wound up and the partnership terminated.__ | | In that event: |
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| | | A.__The partnership resumes carrying on its business as if | | dissolution had never occurred, and any liability incurred | | by the partnership or a partner after the dissolution and | | before the waiver is determined as if dissolution had never | | occurred; and |
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| | | B.__The rights of a 3rd party accruing under section 1084, | | subsection 1 or arising out of conduct in reliance on the | | dissolution before the 3rd party knew or received a | | notification of the waiver may not be adversely affected. |
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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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| | | §1084.__Partner's power to bind partnership after dissolution |
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