PARRIS N. GLENDENING, Governor                             Ch. 654

ILLEGALITY WITHIN 90 DAYS AFTER NOTICE TO THE PARTNERSHIP OF THE EVENT IS
EFFECTIVE RETROACTIVELY TO THE DATE OF THE EVENT FOR PURPOSES OF THIS
SECTION;

(5)     ON APPLICATION BY A PARTNER, A JUDICIAL DETERMINATION
THAT:

(I)      THE ECONOMIC PURPOSE OF THE PARTNERSHIP IS LIKELY TO
BE UNREASONABLY FRUSTRATED;

(II)    ANOTHER PARTNER HAS ENGAGED IN CONDUCT RELATING TO
THE PARTNERSHIP BUSINESS WHICH MAKES IT NOT REASONABLY PRACTICABLE TO
CARRY ON THE BUSINESS IN PARTNERSHIP WITH THAT PARTNER; OR

(III)   IT IS NOT OTHERWISE REASONABLY PRACTICABLE TO CARRY
ON THE PARTNERSHIP BUSINESS IN CONFORMITY WITH THE PARTNERSHIP
AGREEMENT; OR

(6)     ON APPLICATION BY A TRANSFEREE OF A PARTNER'S
TRANSFERABLE INTEREST, A JUDICIAL DETERMINATION THAT IT IS EQUITABLE TO
WIND UP THE PARTNERSHIP BUSINESS:

(I)      AFTER THE EXPIRATION OF THE TERM OR COMPLETION OF
THE UNDERTAKING, IF THE PARTNERSHIP WAS FOR A DEFINITE TERM OR
PARTICULAR UNDERTAKING AT THE TIME OF THE TRANSFER OR ENTRY OF THE
CHARGING ORDER THAT GAVE RISE TO THE TRANSFER; OR

(II)    AT ANY TIME, IF THE PARTNERSHIP WAS A PARTNERSHIP AT
WILL AT THE TIME OF THE TRANSFER OR ENTRY OF THE CHARGING ORDER THAT
GAVE RISE TO THE TRANSFER.

9-802. PARTNERSHIP CONTINUES AFTER DISSOLUTION.

(A)    SUBJECT TO SUBSECTION (B) OF THIS SECTION, A PARTNERSHIP
CONTINUES AFTER DISSOLUTION ONLY FOR THE PURPOSE OF WINDING UP ITS
BUSINESS. THE PARTNERSHIP IS TERMINATED WHEN THE WINDING UP OF ITS
BUSINESS IS COMPLETED.

(B)     AT ANY TIME AFTER THE DISSOLUTION OF A PARTNERSHIP AND BEFORE
THE WINDING UP OF ITS BUSINESS IS COMPLETED, ALL OF THE PARTNERS,
INCLUDING ANY DISSOCIATING PARTNER OTHER THAN A WRONGFULLY
DISSOCIATING PARTNER, MAY WAIVE THE RIGHT TO HAVE THE PARTNERSHIP'S
BUSINESS WOUND UP AND THE PARTNERSHIP TERMINATED. IN THAT EVENT:

(1) THE PARTNERSHIP RESUMES CARRYING ON ITS BUSINESS AS IF
DISSOLUTION HAD NEVER OCCURRED, AND ANY LIABILITY INCURRED BY THE
PARTNERSHIP OR A PARTNER AFTER THE DISSOLUTION AND BEFORE THE WAIVER
IS DETERMINED AS IF DISSOLUTION HAD NEVER OCCURRED; AND

- 3715 -