C.__Except as otherwise provided in section 1034, all obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.

4.__Obligations incurred before merger.__If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in section 1087 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.

5.__Dissociated partner.__A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity of which that partner was a partner as of the date the merger takes effect.__The surviving entity shall cause the partner's interest in the entity to be purchased under section 1071 or another statute specifically applicable to that partner's interest with respect to a merger.__The surviving entity is bound under section 1072 by an act of a general partner dissociated under this subsection, and the partner is liable under section 1073 for transactions entered into by the surviving entity after the merger takes effect.

Comment

(This is Section 906 of the Uniform Partnership Act (1997).)

Section 906 states the effect of a merger on the partnerships that are parties to the merger and on the individual partners.

Subsection (a) provides that when the merger takes effect: (1) the separate existence of every partnership that is a party to the merger (other than the surviving entity) ceases; (2) all property owned by the parties to the merger vests in the surviving entity; (3) all obligations of every party to the merger become the obligations of the surviving entity; and (4) all legal actions pending against a party to the merger may be