| B.__Withdraws from future participation as an owner in the | enterprise by signing and delivering to the Secretary of | State for filing a statement of withdrawal under this | section. |
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| | 2.__Liable to 3rd party.__A person that makes an investment | described in subsection 1 is liable to the same extent as a | general partner to any 3rd party that enters into a transaction | with the enterprise, believing in good faith that the person is a | general partner, before the Secretary of State files a statement | of withdrawal, certificate of limited partnership, amendment or | statement of correction to show that the person is not a general | partner. |
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| | 3.__Right to withdraw without breach.__If a person makes a | diligent effort in good faith to comply with subsection 1, | paragraph A and is unable to cause the appropriate certificate of | limited partnership, amendment or statement of correction to be | signed and delivered to the Secretary of State for filing, the | person has the right to withdraw from the enterprise pursuant to | subsection 1, paragraph B even if the withdrawal would otherwise | breach an agreement with others that are or have agreed to become | co-owners of the enterprise. |
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| §1351.__Becoming general partner |
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| | A person becomes a general partner: |
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| | 1.__Partnership agreement.__As provided in the partnership | agreement; |
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| | 2.__Admitted general partner.__Under section 1391, subsection | 3, paragraph B following the dissociation of a limited | partnership's last general partner; |
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| | 3.__Conversion or merger.__As the result of a conversion or | merger under subchapter 11; or |
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| | 4.__Consent.__With the consent of all the partners. |
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| §1352.__General partner agent of limited partnership |
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| | 1.__Agent if carrying on in the ordinary course of activities.__ | Each general partner is an agent of the limited partnership for | the purposes of its activities. An act of a general partner, | including the signing of a record in the |
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