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| 2.__Duty of loyalty.__A general partner's duty of loyalty to the | limited partnership and the other partners is limited to the | following: |
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| A.__To account to the limited partnership and hold as | trustee for it any property, profit or benefit derived by | the general partner in the conduct and winding up of the | limited partnership's activities or derived from a use by | the general partner of limited partnership property, | including the appropriation of a limited partnership | opportunity; |
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| B.__To refrain from dealing with the limited partnership in | the conduct or winding up of the limited partnership's | activities as or on behalf of a party having an interest | adverse to the limited partnership; and |
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| C.__To refrain from competing with the limited partnership | in the conduct or winding up of the limited partnership's | activities. |
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| | 3.__Duty of care.__A general partner's duty of care to the | limited partnership and the other partners in the conduct and | winding up of the limited partnership's activities is limited to | refraining from engaging in grossly negligent or reckless | conduct, intentional misconduct or a knowing violation of law. |
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| | 4.__Good faith and fair dealing.__A general partner shall | discharge the duties to the partnership and the other partners | under this chapter or under the partnership agreement and | exercise any rights consistently with the obligation of good | faith and fair dealing. |
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| | 5.__General partner's own interest.__A general partner does | not violate a duty or obligation under this chapter or under the | partnership agreement merely because the general partner's | conduct furthers the general partner's own interest. |
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| CONTRIBUTIONS AND DISTRIBUTIONS |
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| §1361.__Form of contribution |
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| | A contribution of a partner may consist of tangible or | intangible property or other benefit to the limited partnership, | including money, services performed, promissory notes, other | agreements to contribute cash or property and contracts for | services to be performed. |
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