| 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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