[§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 theperson:

(1)  Knows of it;

(2)  Has received a notification of it;

(3)  Has reason to know it exists from all of thefacts 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 onfile in the office of the director is notice that the partnership is a limitedpartnership and the persons designated in the certificate as general partnersare general partners.  Except as otherwise provided in subsection (d), thecertificate is not notice of any other fact.

(d)  A person has notice of:

(1)  Another person's dissociation as a generalpartner:

(A)  Ninety days after the effective date of anamendment to the certificate of limited partnership which states that the otherperson has dissociated; or

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

whichever occurs first;

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

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

(4)  A limited partnership's conversion under article11, ninety days after the effective date of the articles of conversion; or

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

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

(f)  A person receives a notification when thenotification:

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

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

(g)  Except as otherwise provided in subsection(h), a person other than an individual knows, has notice, or receives anotification of a fact for purposes of a particular transaction when theindividual conducting the transaction for the person knows, has notice, or receivesa notification of the fact, or in any event when the fact would have beenbrought to the individual's attention if the person had exercised reasonablediligence.  A person other than an individual exercises reasonable diligence ifit maintains reasonable routines for communicating significant information tothe individual conducting the transaction for the person and there isreasonable compliance with the routines.  Reasonable diligence does not requirean individual acting for the person to communicate information unless thecommunication is part of the individual's regular duties or the individual hasreason to know of the transaction and that the transaction would be materiallyaffected by the information.

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