reglab/housing_qa huggingface dataset:
MS Code § 79-14-602 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 6 - Dissociation|§ 79-14-602. Effect of dissociation as limited partner

 If a person is dissociated as a limited partner:    Subject to Section 79-14-704, the person does not have further rights as a limited partner;   The person's contractual obligation of good faith and fair dealing as a limited partner under Section 79-14-305(a) ends with regard to matters arising and events occurring after the person's dissociation; and   Subject to Section 79-14-704 and Article 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.    A person's dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner.
MS Code § 79-14-604 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 6 - Dissociation|§ 79-14-604. Power to dissociate as general partner; wrongful dissociation

 A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under Section 79-14-603(1).   A person's dissociation as a general partner is wrongful only if the dissociation:    Is in breach of an express provision of the partnership agreement; or   Occurs before the completion of the winding up of the limited partnership, and:    The person withdraws as a general partner by express will;   The person is expelled as a general partner by judicial order under Section 79-14-603(5);   The person is dissociated as a general partner under Section 79-14-603(7); or   In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.   A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 79-14-901, to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners.
MS Code § 79-14-605 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 6 - Dissociation|§ 79-14-605. Effect of dissociation as general partner

 If a person is dissociated as a general partner:    The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates;   The person's duties and obligations as a general partner under Section 79-14-409 end with regard to matters arising and events occurring after the person's dissociation;   The person may sign and deliver to the Secretary of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and   Subject to Section 79-14-704 and Article 11, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.    A person's dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a general partner.
MS Code § 79-14-606 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 6 - Dissociation|§ 79-14-606. Power to bind and liability of person dissociated as general partner

 After a person is dissociated as a general partner and before the limited partnership is merged out of existence under Article 11, converted or domesticated under the Mississippi Entity Conversion and Domestication Act, or dissolved, the partnership is bound by an act of the person only if:    The act would have bound the partnership under Section 79-14-402 before the dissociation; and   At the time the other party enters into the transaction:    Less than two (2) years has passed since the dissociation; and   The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.   If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the partnership to be bound is liable:   To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a); and   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.
MS Code § 79-14-607 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 6 - Dissociation|§ 79-14-607. Liability of person dissociated as general partner to other persons

 A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a partnership obligation incurred after dissociation.   A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under Section 79-14-805 to the same extent as a general partner under Section 79-14-404.   A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the partnership after the dissociation only if:    A general partner would be liable on the transaction; and   At the time the other party enters into the transaction:    Less than two (2) years has passed since the dissociation; and   The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.   By agreement with a creditor of a limited partnership and the partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership.   A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other liability.
MS Code § 79-14-701 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 7 - Transferable Interests and Rights of Transferees and Creditors|§ 79-14-701. Nature of transferable interest

 A transferable interest is personal property.
MS Code § 79-14-702 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 7 - Transferable Interests and Rights of Transferees and Creditors|§ 79-14-702. Transfer of transferable interest

 A transfer, in whole or in part, of a transferable interest:    Is permissible;   Does not by itself cause a partner's dissociation or a dissolution and winding up of the limited partnership's activities and affairs; and   Subject to Section 79-14-704, does not entitle the transferee to:    Participate in the management or conduct of the partnership's activities and affairs; or   Except as otherwise provided in subsection (c), have access to required information, records, or other information concerning the partnership's activities and affairs.   A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.   In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution.   A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.   A limited partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.   A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.   Except as otherwise provided in Sections 79-14-601(b)(4)(B) and 79-14-603(4)(B), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.   If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under Sections 79-14-502 and 79-14-505 known to the transferee when the transferee becomes a partner.
MS Code § 79-14-703 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 7 - Transferable Interests and Rights of Transferees and Creditors|§ 79-14-703. Charging order

 On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.   To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may:    Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and   Make all other orders necessary to give effect to the charging order.    Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to Section 79-14-702.   At any time before foreclosure under subsection (c), the partner or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.   At any time before foreclosure under subsection (c), a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.   This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.   This section provides the exclusive remedy by which a person seeking, in the capacity of a judgment creditor, to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor's transferable interest.
MS Code § 79-14-704 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 7 - Transferable Interests and Rights of Transferees and Creditors|§ 79-14-704. Power to legal representative of deceased partner

 If a partner dies, the deceased partner's legal representative may exercise:    The rights of a transferee provided in Section 79-14-702(c); and   For the purposes of settling the estate, the rights of a current limited partner under Section 79-14-304.
MS Code § 79-14-802 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 8 - Dissolution and Winding Up|§ 79-14-802. Winding up

 A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in Section 79-14-803, the partnership continues after dissolution only for the purpose of winding up.   In winding up its activities and affairs, the limited partnership:    Shall discharge the partnership's debts, obligations, and other liabilities, settle and close the partnership's activities and affairs, and marshal and distribute the assets of the partnership;   Shall file a statement of dissolution of the limited partnership with the Secretary of State; and   May:    Preserve the partnership activities, affairs, and property as a going concern for a reasonable time;   Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;   Transfer the partnership's property;   Settle disputes by mediation or arbitration; and   Perform other acts necessary or appropriate to the winding up.   If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership's activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection:   Has the powers of a general partner under Section 79-14-804 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved partnership's activities and affairs; and   Shall deliver promptly to the Secretary of State for filing an amendment to the partnership's certificate of limited partnership stating:   That the partnership does not have a general partner;   The name and street and mailing addresses of the person; and   That the person has been appointed pursuant to this subsection to wind up the partnership.   On the application of a partner, the chancery court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership's activities and affairs, if:   The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or   The applicant establishes other good cause.
MS Code § 79-14-803 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 8 - Dissolution and Winding Up|§ 79-14-803. Rescinding dissolution

 A limited partnership may rescind its dissolution, unless the chancery court has entered an order under Section 79-14-801(a) (6) dissolving the partnership or the Secretary of State has dissolved the partnership under Section 79-14-811.   Rescinding dissolution under this section requires:    The affirmative vote or consent of each partner; and   If the limited partnership has delivered to the Secretary of State for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and:   The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.    The amendment has not become effective, delivery to the Secretary of State for filing of a statement of withdrawal under Section 79-14-208 applicable to the amendment; or   The amendment has become effective, delivery to the Secretary of State for filing of an amendment to the certificate of limited partnership within one hundred twenty (120) days of the effective date of the dissolution stating that dissolution has been rescinded under this section.   If a limited partnership rescinds its dissolution:   The partnership resumes carrying on its activities and affairs as if dissolution had never occurred;   Subject to paragraph (3), any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and
MS Code § 79-14-804 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 8 - Dissolution and Winding Up|§ 79-14-804. Power to bind partnership after dissolution

 A limited partnership is bound by a general partner's act after dissolution which:    Is appropriate for winding up the partnership's activities and affairs; or   Would have bound the partnership under Section 79-14-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.    A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:   At the time the other party enters into the transaction:   Less than two (2) years has passed since the dissociation; and   The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and   The act:   Is appropriate for winding up the partnership's activities and affairs; or   Would have bound the partnership under Section 79-14-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
MS Code § 79-14-805 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 8 - Dissolution and Winding Up|§ 79-14-805. Liability after dissolution of general partner and person dissociated as general partner

 If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Section 79-14-804(a) by an act that is not appropriate for winding up the partnership's activities and affairs, the general partner is liable:    To the partnership for any damage caused to the partnership arising from the obligation; and   If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.    If a person dissociated as a general partner causes a limited partnership to incur an obligation under Section 79-14-804(b), the person is liable:   To the partnership for any damage caused to the partnership arising from the obligation; and   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 obligation.
MS Code § 79-14-806 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 8 - Dissolution and Winding Up|§ 79-14-806. Known claims against dissolved limited partnership

 Except as otherwise provided in subsection (d), a dissolved limited partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c).   A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice must:    Specify the information required to be included in a claim;   State that a claim must be in writing and provide a mailing address to which the claim is to be sent;   State the deadline for receipt of a claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant;   State that the claim will be barred if not received by the deadline; and   Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 79-14-404.    A claim against a dissolved limited partnership is barred if the requirements of subsection (b) are met and:   The claim is not received by the specified deadline; or   If the claim is timely received but rejected by the partnership:   The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than ninety (90) days after the claimant receives the notice; and   The claimant does not commence the required action not later than ninety (90) days after the claimant receives the notice.   This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.