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partner receives a percentage of the asset equal to the partner's | share of distributions. |
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| §1367.__Right to distribution |
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| | When a partner or transferee becomes entitled to receive a | distribution, the partner or transferee has the status of, and is | entitled to all remedies available to, a creditor of the limited | partnership with respect to the distribution. However, the | limited partnership's obligation to make a distribution is | subject to offset for any amount owed to the limited partnership | by the partner or dissociated partner on whose account the | distribution is made. |
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| §1368.__Limitations on distribution |
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| | 1.__In violation of partnership agreement.__A limited | partnership may not make a distribution in violation of the | partnership agreement. |
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| | 2.__Unable to pay debts or satisfy superior preferential | rights.__A limited partnership may not make a distribution if | after the distribution: |
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| A.__The limited partnership would not be able to pay its | debts as they become due in the ordinary course of the | limited partnership's activities; or |
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| B.__The limited partnership's total assets would be less | than the sum of its total liabilities plus the amount that | would be needed, if the limited partnership were to be | dissolved, wound up and terminated at the time of the | distribution, to satisfy the preferential rights upon | dissolution, winding up and termination of partners whose | preferential rights are superior to those of persons | receiving the distribution. |
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| | 3.__Basis for determination that distribution not prohibited.__ | A limited partnership may base a determination that a | distribution is not prohibited under subsection 2 on financial | statements prepared on the basis of accounting practices and | principles that are reasonable in the circumstances or on a fair | valuation or other method that is reasonable in the | circumstances. |
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| | 4.__Measuring effect of distribution.__Except as otherwise | provided in subsection 7, the effect of a distribution under | subsection 2 is measured: |
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| A.__In the case of distribution by purchase, redemption or other | acquisition of a transferable interest in the limited |
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