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not merely by reason of the substitution of a successor | personal representative; |
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| I.__Termination of a limited partner that is not an | individual, partnership, limited liability company, | corporation, trust or estate; or |
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| J.__The limited partnership's participation in a conversion | or merger under subchapter 11, if the limited partnership: |
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| (1)__Is not the converted or surviving entity; or |
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| (2)__Is the converted or surviving entity but, as a | result of the conversion or merger, the person ceases | to be a limited partner. |
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| §1372.__Effect of dissociation as limited partner |
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| | 1.__Rights; obligations; interests.__Upon a person's | dissociation as a limited partner: |
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| A.__Subject to section 1384, the person does not have | further rights as a limited partner; |
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| B.__The person's obligation of good faith and fair dealing | as a limited partner under section 1345, subsection 2 | continues only as to matters arising and events occurring | before the dissociation; and |
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| C.__Subject to section 1384 and subchapter 11, any | transferable interest owned by the person in the person's | capacity as a limited partner immediately before | dissociation is owned by the person as a mere transferee. |
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| | 2.__Obligations to partnership and partners.__A person's | dissociation as a limited partner does not of itself discharge | the person from any obligation to the limited partnership or the | other partners that the person incurred while a limited partner. |
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| §1373.__Dissociation as general partner |
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| | A person is dissociated from a limited partnership as a | general partner upon the occurrence of any of the following | events: |
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| | 1.__Notice of express will to withdraw.__The limited | partnership's having notice of the person's express will to | withdraw as a general partner or on a later date specified by the | person; |
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