§425-139  Partnership continues afterdissolution.  (a)  Subject to subsection (b), a partnership continues afterdissolution only for the purpose of winding up its business.  The partnershipis terminated when the winding up of its business is completed.

(b)  At any time after the dissolution of apartnership and before the winding up of its business is completed, all of thepartners, including any dissociating partner other than a wrongfullydissociating partner, may waive the right to have the partnership's businesswound up and the partnership terminated. In that event:

(1)  The partnership resumes carrying on its businessas if dissolution had never occurred, and any liability incurred by thepartnership or a partner after the dissolution and before the waiver isdetermined as if dissolution had never occurred; and

(2)  The rights of a third party accruing undersection 425-141(1) or arising out of conduct in reliance on the dissolutionbefore the third party knew or received a notification of the waiver may not beadversely affected. [L 1999, c 284, pt of §1]