| | | I.__Restrict the right of a partner under section 1440, | | subsection 1 to approve a conversion or merger or the right | | of a general partner under section 1440, subsection 2 to | | consent to an amendment to the certificate of limited | | partnership that deletes a statement that the limited | | partnership is a limited liability limited partnership; or |
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| | | J.__Restrict rights under this chapter of a person other | | than a partner or a transferee. |
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| | | 3. Implied covenant of good faith and fair dealing.__ | | Notwithstanding any other provision of this chapter, there | | exists, for purposes of this chapter, an implied contractual | | covenant of good faith and fair dealing in every partnership | | agreement which may not be eliminated by the terms of the | | partnership agreement. |
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| | | §1311.__Required information |
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| | | A limited partnership shall maintain at its designated office | | the following information: |
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| | | 1.__List of partners.__A current list showing the full name | | and last known street and mailing address of each partner, | | separately identifying the general partners, in alphabetical | | order, and the limited partners, in alphabetical order; |
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| | | 2.__Certificate, amendments, restatements, powers of attorney.__ | | A copy of the initial certificate of limited partnership and all | | amendments to and restatements of the certificate, together with | | signed copies of any powers of attorney under which any | | certificate, amendment or restatement has been signed; |
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| | | 3.__Conversion or merger.__A copy of any filed articles of | | conversion or merger; |
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| | | 4.__Income tax returns and reports.__A copy of the limited | | partnership's federal, state and local income tax returns and | | reports, if any, for the 3 most recent years; |
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| | | 5.__Partnership agreement, amendments.__A copy of any | | partnership agreement made in a record and any amendment made in | | a record to any partnership agreement; |
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| | | 6.__Financial statement.__A copy of any financial statement of | | the limited partnership for the 3 most recent years; |
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