| | 11.__Conversion or merger.__The limited partnership's | participation in a conversion or merger under subchapter 11, if | the limited partnership: |
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| A.__Is not the converted or surviving entity; or |
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| B.__Is the converted or surviving entity but, as a result of | the conversion or merger, the person ceases to be a general | partner. |
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| §1374.__Person's power to dissociate as general partner; wrongful |
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| | 1.__Dissociate by express will.__A person has the power to | dissociate as a general partner at any time, rightfully or | wrongfully, by express will pursuant to section 1373, subsection | 1. |
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| | 2.__Wrongful dissociation.__A person's dissociation as a | general partner is wrongful only if: |
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| A.__It is in breach of an express provision of the | partnership agreement; or |
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| B.__It occurs before the termination of the limited | partnership and: |
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| (1)__The person withdraws as a general partner by | express will; |
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| (2)__The person is expelled as a general partner by | judicial determination under section 1373, subsection | 5; |
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| (3)__The person is dissociated as a general partner by | becoming a debtor in bankruptcy; or |
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| (4)__In the case of a person that is not an individual, | trust other than a business trust, or estate, the | person is expelled or otherwise dissociated as a | general partner because it willfully dissolved or | terminated. |
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| | 3.__Liability when dissociation wrongful.__A person that | wrongfully dissociates as a general partner is liable to the | limited partnership and, subject to section 1421, to the other | partners for damages caused by the dissociation. The liability is | in addition to any other obligation of the general partner to the | limited partnership or to the other partners. |
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| §1375.__Effect of dissociation as general partner |
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