(1) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the partnership agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(2) The obligations of a partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under Subsection 48-1d-604(2)(b) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (a) is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (b) is not effective to the extent the amendment: (i) imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or (ii) prejudices the rights under Section 48-1d-801 of a person that dissociated as a partner before the amendment was made.
(a) is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and
(b) is not effective to the extent the amendment: (i) imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or (ii) prejudices the rights under Section 48-1d-801 of a person that dissociated as a partner before the amendment was made.
(i) imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or
(ii) prejudices the rights under Section 48-1d-801 of a person that dissociated as a partner before the amendment was made.
(3) If a record delivered by a partnership to the division for filing becomes effective under this chapter and contains a provision that would be ineffective under Subsection 48-1d-106(3) or (4)(b) if contained in the partnership agreement, the provision is ineffective in the record.
(4) Subject to Subsection (3), if a record delivered by a partnership to the division for filing becomes effective under this chapter and conflicts with a provision of the partnership agreement: (a) the partnership agreement prevails as to partners, persons dissociated as partners, and transferees; and (b) the record prevails as to other persons to the extent they reasonably rely on the record.
(a) the partnership agreement prevails as to partners, persons dissociated as partners, and transferees; and
(b) the record prevails as to other persons to the extent they reasonably rely on the record.
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