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| 1.__Continuation for purpose of winding up.__Subject to subsection | 2, a partnership continues after dissolution only for the purpose | of winding up its business.__The partnership is terminated when the | winding up of its business is completed. |
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| | 2.__Waiver of right to wind up business; terminate | partnership.__At any time after the dissolution of a partnership | and before the winding up of its business is completed, all of | the partners, including any dissociating partner other than a | wrongfully dissociating partner, may waive the right to have the | partnership's business wound up and the partnership terminated.__ | In that event: |
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| A.__The partnership resumes carrying on its business as if | dissolution had never occurred, and any liability incurred | by the partnership or a partner after the dissolution and | before the waiver is determined as if dissolution had never | occurred; and |
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| B.__The rights of a 3rd party accruing under section 1084, | subsection 1 or arising out of conduct in reliance on the | dissolution before the 3rd party knew or received a | notification of the waiver may not be adversely affected. |
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| §1083.__Right to wind up partnership business |
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| | 1.__Participation of partner; judicial supervision.__After | dissolution, a partner who has not wrongfully dissociated may | participate in winding up the partnership's business, but on | application of any partner, partner's legal representative or | transferee, the Superior Court, for good cause shown, may order | judicial supervision of the winding up. |
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| | 2.__Legal representative of last surviving partner.__The legal | representative of the last surviving partner may wind up a | partnership's business. |
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| | 3.__Powers of person winding up business.__A person winding up | a partnership's business may preserve the partnership business or | property as a going concern for a reasonable time, prosecute and | defend actions and proceedings, whether civil, criminal or | administrative, settle and close the partnership's business, | dispose of and transfer the partnership's property, discharge the | partnership's liabilities, distribute the assets of the | partnership pursuant to section 1087, settle disputes by | mediation or arbitration and perform other necessary acts. |
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| §1084.__Partner's power to bind partnership after dissolution |
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