§ 121-207. Liability for false statement in certificate. (a) If any
certificate of limited partnership, certificate of amendment, or other
certificate filed pursuant to this article contains a materially false
statement, one who suffers loss by reasonable reliance on the statement
may recover damages for the loss from:

(1) any person who executes the certificate, or causes another to
execute it on his behalf, and knew, and any general partner who knew of
the filing of such certificate and who knew or should have known with
the exercise of reasonable care and diligence, the statement to be false
in any material respect at the time the certificate was executed; and

(2) any general partner who thereafter knows of the filing of such
certificate and who knows or should have known with the exercise of
reasonable care and diligence that any arrangement or other fact
described in the certificate has changed, making the statement false in
any material respect, if that general partner had ninety days to amend
or cancel the certificate, or to file a petition for its amendment or
cancellation before the statement was relied upon.

(b) No person shall have any liability for failing to cause the
amendment or cancellation of a certificate to be filed or failing to
file a petition for its amendment or cancellation, if the certificate or
petition is filed within ninety days of the time when that person knew
or should have known that the statement in the certificate was false in
any material respect.