Although subsection (e) does not expressly provide that a partner's withdrawal upon the merger of a term partnership is rightful, it was assumed that the unanimity requirement for the approval of a merger would afford a withdrawing partner adequate opportunity to protect his interest as a condition of approval. This question is left to the partnership agreement if it provides for merger without the approval of all the partners.

Under subsection (e), a dissociating general partner's lingering agency power is wound down, pursuant to Section 702, the same as in any other dissociation. Moreover, a dissociating general partner may be liable, under Section 703, for obligations incurred by the surviving entity for up to two years after the merger. A dissociating general partner can, however, limit to 90 days his exposure to liability by filing a statement of dissociation under Section 704.

§1097.__Statement of merger

1.__Filing of statement.__After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.

2.__Statement of merger.__A statement of merger must contain:

A.__The name of each partnership or limited partnership that is a party to the merger;

B.__The name of the surviving entity into which the other partnerships or limited partnerships were merged;

C.__The street address of the surviving entity's chief executive office and of an office in this State, if any;

D.__Whether the surviving entity is a partnership or a limited partnership; and

E.__If the surviving partnership or limited partnership is not organized under the laws of this State, a statement that the surviving partnership or limited partnership:

(1)__Agrees that it may be served with process in this State in a proceeding for enforcement of an obligation of a party to the merger that was organized under the