(1)When any new
partner is admitted into an existing partnership, or when any partner retires and
assigns or the representative of the deceased partner assigns the deceased
partner's right in partnership property to two or more of the partners or to one or
more of the partners and one or more third persons, if the business is continued
without liquidation of the partnership affairs, creditors of the first or dissolved
partnership are also creditors of the partnership so continuing the business.
(2)When all but one partner retire and assign or the representative of a
deceased partner assigns the deceased partner's rights in the partnership property
to the remaining partner who continues the business without liquidation of
partnership affairs, either alone or with others, credito
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(1) When any new
partner is admitted into an existing partnership, or when any partner retires and
assigns or the representative of the deceased partner assigns the deceased
partner's right in partnership property to two or more of the partners or to one or
more of the partners and one or more third persons, if the business is continued
without liquidation of the partnership affairs, creditors of the first or dissolved
partnership are also creditors of the partnership so continuing the business.
(2) When all but one partner retire and assign or the representative of a
deceased partner assigns the deceased partner's rights in the partnership property
to the remaining partner who continues the business without liquidation of
partnership affairs, either alone or with others, creditors of the dissolved
partnership are also creditors of the person or partnership so continuing the
business.
(3) When any partner retires or dies and the business of the dissolved
partnership is continued, as set forth in subsections (1) and (2) of this section, with
the consent of the retired partner or the representative of the deceased partner but
without any assignment of such partner's right in partnership property, rights of
creditors of the dissolved partnership and of the creditors of the person or
partnership continuing the business shall be as if such assignment had been made.
(4) When all the partners or their representatives assign their rights in
partnership property to one or more third persons who promise to pay the debts and
who continue the business of the dissolved partnership, creditors of the dissolved
partnership are also creditors of the person or partnership continuing the business.
(5) When a partner wrongfully causes a dissolution and the remaining
partners continue the business, under the provisions of section 7-60-138 (2)(b),
either alone or with others and without liquidation of the partnership affairs,
creditors of the dissolved partnership are also creditors of the person or
partnership continuing the business.
(6) When a partner is expelled and the remaining partners continue the
business either alone or with others without liquidation of the partnership affairs,
creditors of the dissolved partnership are also creditors of the person or
partnership continuing the business.
(7) The liability of a third person who becomes a partner in the partnership
continuing the business under this section to the creditors of the dissolved
partnership shall be satisfied out of partnership property only.
(8) When the business of a partnership after dissolution is continued under
any conditions set forth in this section, the creditors of the dissolved partnership, as
against the separate creditors of the retiring or deceased partner or the
representative of the deceased partner, have a prior right to any claim of the retired
partner or the representative of the deceased partner against the person or
partnership continuing the business on account of the retired or deceased partner's
interest in the dissolved partnership or on account of any consideration promised
for such interest or for the retired or deceased partner's right in partnership
property.
(9) Nothing in this section shall be held to modify any right of creditors to set
aside any assignment on the ground of fraud.
(10) The use by the person or partnership continuing the business of the
partnership name or the name of a deceased partner as part thereof shall not of
itself make the individual property of the deceased partner liable for any debts
contracted by such person or partnership.
(11) If the business of a limited liability partnership is continued after the
death, retirement, or expulsion of a partner or the admission of a new partner, the
partnership continuing the business is a limited liability partnership.