A.__Is not the converted or surviving entity; or

B.__Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.

§1374.__Person's power to dissociate as general partner; wrongful

dissociation

1.__Dissociate by express will.__A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 1373, subsection 1.

2.__Wrongful dissociation.__A person's dissociation as a general partner is wrongful only if:

A.__It is in breach of an express provision of the partnership agreement; or

B.__It occurs before the termination of the limited partnership and:

(1)__The person withdraws as a general partner by express will;

(2)__The person is expelled as a general partner by judicial determination under section 1373, subsection 5;

(3)__The person is dissociated as a general partner by becoming a debtor in bankruptcy; or

(4)__In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.

3.__Liability when dissociation wrongful.__A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 1421, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.

§1375.__Effect of dissociation as general partner