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to give or withhold consent to a matter, before the consent is | | given or withheld, the limited partnership shall, without demand, | | provide the limited partner with all information material to the | | limited partner's decision that the limited partnership knows. |
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| | | 10.__Exercise of rights.__A limited partner or person | | dissociated as a limited partner may exercise the rights under | | this section through an attorney or other agent. Any restriction | | imposed under subsection 7 or by the partnership agreement | | applies both to the attorney or other agent and to the limited | | partner or person dissociated as a limited partner. |
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| | | 11.__Transferee; individual under legal disability.__The | | rights stated in this section do not extend to a person as | | transferee but may be exercised by the legal representative of an | | individual under legal disability who is a limited partner or | | person dissociated as a limited partner. |
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| | | §1345.__Limited duties of limited partners |
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| | | 1.__No fiduciary duty.__A limited partner does not have any | | fiduciary duty to the limited partnership or to any other partner | | solely by reason of being a limited partner. |
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| | | 2.__Good faith and fair dealing.__A limited 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. |
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| | | 3.__Limited partner's own interest.__A limited partner does | | not violate a duty or obligation under this chapter or under the | | partnership agreement merely because the limited partner's | | conduct furthers the limited partner's own interest. |
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| | | §1346.__Person erroneously believing self to be limited partner |
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| | | 1.__Not liable for enterprise's obligations.__Except as | | otherwise provided in subsection 2, a person that makes an | | investment in a business enterprise and erroneously but in good | | faith believes that the person has become a limited partner in | | the enterprise is not liable for the enterprise's obligations by | | reason of making the investment, receiving distributions from the | | enterprise or exercising any rights of or appropriate to a | | limited partner, if, on ascertaining the mistake, the person: |
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| | | A.__Causes an appropriate certificate of limited | | partnership, amendment or statement of correction to be | | signed and delivered to the Secretary of State for filing; | | or |
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