WILLIAM DONALD SCHAEFER, Governor Ch. 550

(5) The partnership books, except that the
partnership books may be kept at the principal place of business
if that location is not the same as that of the principal
office.]

10-107.

(A)  Except as provided in the partnership agreement, a
partner may lend money to and transact other business with the
limited partnership and subject to other applicable law has the
same rights and obligations with respect thereto as a person who
is not a partner.

(B)  EXCEPT IN THE CASE OF ACTION OR FAILURE TO ACT BY A
PARTNER WHICH CONSTITUTES WILLFUL MISCONDUCT OR RECKLESSNESS, AND
SUBJECT TO THE STANDARDS AND RESTRICTIONS, IF ANY, SET FORTH IN
ITS PARTNERSHIP AGREEMENT, A LIMITED PARTNERSHIP HAS THE POWER TO
INDEMNIFY AND HOLD HARMLESS ANY PARTNER, EMPLOYEE, OR AGENT OF
THE LIMITED PARTNERSHIP FROM AND AGAINST ANY AND ALL CLAIMS AND
DEMANDS WHATSOEVER.

10-201.

[(a) In order to form a limited partnership two or more
persons must execute a certificate. The certificate shall be
filed with the Department and set forth:

(1)  The name of the limited partnership;

(2)  The purposes for which the partnership is formed;

(3)  The address of the principal office and the name
and address of the resident agent;

(4)  The name and the home or business address of each
partner (specifying separately the general partners and limited
partners);

(5)  The amount of cash and a description and
statement of the agreed value of the other property or services
(other than past services) contributed by each limited partner
and which each limited partner has agreed to contribute in the
future, subject to any terms and conditions provided in § 10-502;

(6)  The times at which or events on the happening of
which any additional contributions agreed to be made by each
limited partner are to be made;

(7)  Any power of a limited partner to grant the right
to become a limited partner to an assignee of any part of his
partnership interest, and the terms and conditions of the power;

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