Subsection (b) makes the Secretary of State the agent for service of process in any action against the surviving entity, if it is a foreign entity, to enforce an obligation of a domestic partnership that is a party to the merger. The purpose of this rule is to make it more convenient for local creditors to sue a foreign surviving entity when the credit was extended to a domestic partnership that has disappeared as a result of the merger.

Subsection (c) provides that a general partner of the surviving entity is liable for (1) all obligations for which the partner was personally liable before the merger; (2) all other obligations of the surviving entity incurred before the merger by a party to the merger, which obligations may be satisfied only out of the surviving entity's partnership property; and (3) all obligations incurred by the surviving entity after the merger, limited to the surviving entity's property in the case of limited partners and also limited to obligations of the partnership for which the partner was personally liable under Section 306.

This scheme of liability is similar to that of an incoming partner under Section 306(b). Only the surviving partnership itself is liable for all obligations, including obligations incurred by every constituent party before the merger. A general partner of the surviving entity is personally liable for obligations of the surviving entity incurred before the merger by the partnership of which he was a partner and those incurred by the surviving entity after the merger. Thus, a general partner of the surviving entity is liable only to the extent of his partnership interest for obligations incurred before the merger by a constituent party of which he was not a general partner.

Subsection (d) requires general partners to contribute the amount necessary to satisfy all obligations for which they were personally liable before the merger, if such obligations are not satisfied out of the partnership property of the surviving entity, in the same manner as provided in Section 807 or the limited partnership act of the applicable jurisdiction, as if the merged party were then dissolved. See RULPA §§ 502, 608.

Subsection (e) provides for the dissociation of a partner of a party to the merger who does not become a partner in the surviving entity. The surviving entity must buy out that partner's interest in the partnership under Section 701 or other specifically applicable statute. If the state limited