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the conduct and winding up of the partnership business or | derived from a use__by the partner of partnership property, | including the appropriation of a partnership opportunity; |
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| B.__To refrain from knowingly dealing with the partnership | in the conduct or winding up of the partnership business as | or on behalf of a party having an interest adverse to the | partnership; and |
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| C.__To refrain from competing with the partnership in the | conduct of the partnership business before the dissolution | of the partnership. |
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| | 3.__Duty of care.__A partner's duty of care to the partnership | and the other partners in the conduct and winding up of the | partnership business 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.__Obligation of good faith and fair dealing.__A 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, as those obligations may be clarified in | the partnership agreement to the extent and in the manner | authorized by section 1003, subsection 2. |
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| | 5.__Partner's own interest.__A partner does not violate a duty | or obligation under this chapter or under the partnership | agreement merely because the partner's conduct furthers the | partner's own interest. |
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| | 6.__Loan to and business with partnership.__A partner may lend | money to and transact other business with the partnership, and as | to each loan or transaction the rights and obligations of the | partner are the same as those of a person who is not a partner, | subject to other applicable law. |
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| | 7.__Personal or legal representative.__This section applies to | a person winding up the partnership business as the personal or | legal representative of the last surviving partner as if the | person were a partner. |
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| §1045.__Actions by partnership and partners |
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| | 1.__Partnership action against partner.__A partnership may | maintain an action against a partner for a breach of the | partnership agreement, or for the violation of a duty to the | partnership, causing harm to the partnership. |
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