§ 25.10.905. Partner -- Dissent -- Payment of fair value
(1) Except as provided in RCW 25.10.915 or 25.10.925(2), a partner of a domestic limited partnership is entitled to dissent from, and obtain payment of, the fair value of the partner's partnership interest in the event of consummation of a plan of merger to which the limited partnership is a party as permitted by RCW 25.10.800 or 25.10.840.
(2) A partner entitled to dissent and obtain payment for the partner's partnership interest under this article may not challenge the merger creating the partner's entitlement unless the merger fails to comply with the procedural requirements imposed by this title, Title 23B RCW, the partnership agreement, or is fraudulent with respect to the partner or the limited partnership.
(3) The right of a dissenting partner to obtain payment of the fair value of the partner's partnership interest shall terminate upon the occurrence of any one of the following events:
(a) The proposed merger is abandoned or rescinded;
(b) A court having jurisdiction permanently enjoins or sets aside the merger; or
(c) The partner's demand for payment is withdrawn with the written consent of the limited partnership.
[1991 c 269 § 18.]
Sections: Previous 25.10.690 25.10.800 25.10.810 25.10.820 25.10.830 25.10.840 25.10.900 25.10.905 25.10.910 25.10.915 25.10.920 25.10.925 25.10.930 25.10.935 25.10.940 NextLast modified: April 7, 2009