| | 2.__Conversion or merger.__As the result of a conversion or | merger under subchapter 11; or |
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| | 3.__Consent.__With the consent of all the partners. |
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| §1342.__No right or power as limited partner to bind limited |
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| | A limited partner does not have the right or the power as a | limited partner to act for or bind the limited partnership. |
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| §1343.__No liability as limited partner for limited partnership |
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| | An obligation of a limited partnership, whether arising in | contract, tort or otherwise, is not the obligation of a limited | partner. A limited partner is not personally liable, directly or | indirectly, by way of contribution or otherwise, for an | obligation of the limited partnership solely by reason of being a | limited partner, even if the limited partner participates in the | management and control of the limited partnership. |
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| §1344.__Right of limited partner and former limited partner to |
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| | 1.__Right to inspect and copy.__On 10 days' demand, made in a | record received by the limited partnership, a limited partner may | inspect and copy required information during regular business | hours in the limited partnership's designated office. The limited | partner need not have any particular purpose for seeking the | information. |
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| | 2.__Right to information about activities and financial | condition.__During regular business hours and at a reasonable | location specified by the limited partnership, a limited partner | may obtain from the limited partnership and inspect and copy true | and full information regarding the state of the activities and | financial condition of the limited partnership and other | information regarding the activities of the limited partnership | as is just and reasonable if: |
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| A.__The limited partner seeks the information for a purpose | reasonably related to the partner's interest as a limited | partner; |
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| B.__The limited partner makes a demand in a record received | by the limited partnership, describing with reasonable | particularity the information sought and the purpose for | seeking the information; and |
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