1.    If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subsection 1 of section 45-10.2-70 by an act that is not appropriate for winding up the activities of the partnership, then the general partner is liable:

Terms Used In North Dakota Code 45-10.2-71

  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
  • Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49

a.    To the limited partnership for any damage caused to the limited partnership arising from the obligation; and

b.    If another general partner or a person dissociated as a general partner is liable for the obligation, then to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

2.    If a person dissociated as a general partner causes a limited partnership to incur an obligation under subsection 2 of section 45-10.2-70, then the person is liable:

a.    To the limited partnership for any damage caused to the limited partnership arising from the obligation; and

b.    If a general partner or another person dissociated as a general partner is liable for the obligation, then 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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