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2011 Utah Code
Title 48 Partnership
Chapter 2d Utah Uniform Limited Partnership Act
Section 606 (Effective 07/01/12) Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
48-2d-606 (Effective 07/01/12). Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
(1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Part 11, Merger, Conversion, and Domestication, or merged out of existence under Part 11, the limited partnership is bound by an act of the person only if:
(a) the act would have bound the limited partnership under Section 48-2d-402 before the dissociation; and
(b) at the time the other party enters into the transaction:
(i) less than two years have passed since the dissociation; and
(ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(2) If a limited partnership is bound under Subsection (1), the person dissociated as a general partner which caused the limited partnership to be bound is liable:
(a) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under Subsection (1); and
(b) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
(1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Part 11, Merger, Conversion, and Domestication, or merged out of existence under Part 11, the limited partnership is bound by an act of the person only if:
(a) the act would have bound the limited partnership under Section 48-2d-402 before the dissociation; and
(b) at the time the other party enters into the transaction:
(i) less than two years have passed since the dissociation; and
(ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(2) If a limited partnership is bound under Subsection (1), the person dissociated as a general partner which caused the limited partnership to be bound is liable:
(a) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under Subsection (1); and
(b) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
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