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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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