[§425E-103]  Knowledge and notice. 
(a)  A person knows a fact if the person has actual knowledge of it.



(b)  A person has notice of a fact if the
person:



(1)  Knows of it;



(2)  Has received a notification of it;



(3)  Has reason to know it exists from all of the
facts known to the person at the time in question; or



(4)  Has notice of it under subsection (c) or (d).



(c)  A certificate of limited partnership on
file in the office of the director is notice that the partnership is a limited
partnership and the persons designated in the certificate as general partners
are general partners.  Except as otherwise provided in subsection (d), the
certificate is not notice of any other fact.



(d)  A person has notice of:



(1)  Another person's dissociation as a general
partner:



(A)  Ninety days after the effective date of an
amendment to the certificate of limited partnership which states that the other
person has dissociated; or



(B)  Ninety days after the effective date of a
statement of dissociation pertaining to the other person,



whichever occurs first;



(2)  A limited partnership's dissolution, ninety days
after the effective date of an amendment to the certificate of limited
partnership stating that the limited partnership is dissolved;



(3)  A limited partnership's termination, ninety days
after the effective date of a statement of termination;



(4)  A limited partnership's conversion under article
11, ninety days after the effective date of the articles of conversion; or



(5)  A merger under article 11, ninety days after the
effective date of the articles of merger.



(e)  A person notifies or gives a notification
to another person by taking steps reasonably required to inform the other
person in the ordinary course, whether or not the other person learns of it.



(f)  A person receives a notification when the
notification:



(1)  Comes to the person's attention; or



(2)  Is delivered at the person's place of business or
at any other place held out by the person as a place for receiving
communications.



(g)  Except as otherwise provided in subsection
(h), a person other than an individual knows, has notice, or receives a
notification of a fact for purposes of a particular transaction when the
individual conducting the transaction for the person knows, has notice, or receives
a notification of the fact, or in any event when the fact would have been
brought to the individual's attention if the person had exercised reasonable
diligence.  A person other than an individual exercises reasonable diligence if
it maintains reasonable routines for communicating significant information to
the individual conducting the transaction for the person and there is
reasonable compliance with the routines.  Reasonable diligence does not require
an individual acting for the person to communicate information unless the
communication is part of the individual's regular duties or the individual has
reason to know of the transaction and that the transaction would be materially
affected by the information.



(h)  A general partner's knowledge, notice, or
receipt of a notification of a fact relating to the limited partnership is
effective immediately as knowledge of, notice to, or receipt of a notification
by the limited partnership, except in the case of a fraud on the limited
partnership committed by or with the consent of the general partner.  A limited
partner's knowledge, notice, or receipt of a notification of a fact relating to
the limited partnership is not effective as knowledge of, notice to, or receipt
of a notification by the limited partnership. [L 2003, c 210, pt of §1]