| | 2.__Act of dissociated general partner before conversion or | merger.__An act of a person that before a conversion or merger | became effective was dissociated as a general partner from a | converting or constituent limited partnership binds the converted | or surviving organization after the conversion or merger becomes | effective if: |
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| A.__Before the conversion or merger became effective, the | act would have bound the converting or constituent limited | partnership under section 1352 if the person had been a | general partner; and |
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| B.__At the time the 3rd party enters into the transaction, | less than 2 years have passed since the person dissociated | as a general partner and the 3rd party: |
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| (1)__Does not have notice of the dissociation; |
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| (2)__Does not have notice of the conversion or merger; | and |
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| (3)__Reasonably believes that the converted or | surviving organization is the converting or constituent | limited partnership and that the person is a general | partner in the converting or constituent limited | partnership. |
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| | 3.__Liable for damage.__If a person having knowledge of the | conversion or merger causes a converted or surviving organization | to incur an obligation under subsection 1 or 2, the person is | liable: |
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| A.__To the converted or surviving organization for any | damage caused to the organization arising from the | obligation; and |
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| B.__If another person is liable for the obligation, to that | other person for any damage caused to that other person | arising from the liability. |
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| §1443.__Subchapter not exclusive |
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| | This subchapter does not preclude an entity from being | converted or merged under other law. |
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