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| 1.__Rights; duties; statement of dissociation; interests.__Upon a | person's dissociation as a general partner: |
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| A.__The person's right to participate as a general partner | in the management and conduct of the partnership's | activities terminates; |
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| B.__The person's duty of loyalty as a general partner under | section 1358, subsection 2, paragraph C terminates; |
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| C.__The person's duty of loyalty as a general partner under | section 1358, subsection 2, paragraphs A and B and duty of | care under section 1358, subsection 3 continue only with | regard to matters arising and events occurring before the | person's dissociation as a general partner; |
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| D.__The person may sign and deliver to the Secretary of | State for filing a statement of dissociation pertaining to | the person and, at the request of the limited partnership, | shall sign an amendment to the certificate of limited | partnership that states that the person has dissociated; and |
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| E.__Subject to section 1384 and subchapter 11, any | transferable interest owned by the person immediately before | dissociation in the person's capacity as a general partner | is owned by the person as a mere transferee. |
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| | 2.__Obligations to partnership and partners.__A person's | dissociation as a general partner does not of itself discharge | the person from any obligation to the limited partnership or the | other partners that the person incurred while a general partner. |
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| §1376.__Power to bind and liability to limited partnership before |
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| dissolution of partnership of person dissociated as |
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| | 1.__Bound by act of dissociated general partner.__After a | person is dissociated as a general partner and before the limited | partnership is dissolved, converted under subchapter 11 or merged | out of existence under subchapter 11, the limited partnership is | bound by an act of the person only if: |
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| A.__The act would have bound the limited partnership under | section 1352 before the dissociation; and |
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| B.__At the time the other party enters into the transaction: |
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| (1)__Less than 2 years has passed since the | dissociation; and |
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