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A.__A judgment based on the same claim has been obtained | against the limited partnership and a writ of execution on the | judgment has been returned unsatisfied in whole or in part; |
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| B.__The limited partnership is a debtor in bankruptcy; |
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| C.__The general partner has agreed that the creditor need | not exhaust limited partnership assets; |
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| D.__A court grants permission to the judgment creditor to | levy execution against the assets of a general partner based | on a finding that limited partnership assets subject to | execution are clearly insufficient to satisfy the judgment, | that exhaustion of limited partnership assets is excessively | burdensome or that the grant of permission is an appropriate | exercise of the court's equitable powers; or |
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| E.__Liability is imposed on the general partner by law or | contract independent of the existence of the limited | partnership. |
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| §1356.__Management rights of general partner |
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| | 1.__General partner or partners.__Each general partner has | equal rights in the management and conduct of the limited | partnership's activities. Except as expressly provided in this | chapter, any matter relating to the activities of the limited | partnership may be exclusively decided by the general partner or, | if there is more than one general partner, by a majority of the | general partners. |
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| | 2.__Consent required.__The consent of each partner is | necessary to: |
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| A.__Amend the partnership agreement; |
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| B.__Amend the certificate of limited partnership to add or, | subject to section 1440, delete a statement that the limited | partnership is a limited liability limited partnership; and |
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| C.__Sell, lease, exchange or otherwise dispose of all, or | substantially all, of the limited partnership's property, | with or without the good will, other than in the usual and | regular course of the limited partnership's activities. |
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| | 3.__Payments by and liabilities of general partner.__A limited | partnership shall reimburse a general partner for payments made | and indemnify a general partner for liabilities |
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