[§425E-1111]  Liability of generalpartners after conversion or merger.  (a)  A conversion or mergerunder this article does not discharge any liability under sections 425E-404 and 425E-607 of a person that wasa general partner in or dissociated as a general partner from a converting orconstituent limited partnership; provided that:

(1)  The provisions of this chapter pertaining to thecollection or discharge of the liability continue to apply to the liability;

(2)  For the purposes of applying those provisions,the converted or surviving organization is deemed to be the converting orconstituent limited partnership; and

(3)  If a person is required to pay any amount underthis subsection:

(A)  The person shall have a right ofcontribution from each other person that was liable as a general partner undersection 425E-404 when the obligationwas incurred and has not been released from the obligation under section425E-607; and

(B)  The contribution due from each of thosepersons is in proportion to the right to receive distributions in the capacityof general partner in effect for each of those persons when the obligation wasincurred.

(b)  In addition to any other liabilityprovided by law:

(1)  A person that immediately before a conversion ormerger became effective, was a general partner in a converting or constituentlimited partnership that was not a limited liability limited partnership shallbe personally liable for each obligation of the converted or survivingorganization arising from a transaction with a third party after the conversionor merger becomes effective, if, at the time the third party enters into thetransaction, the third party:

(A)  Does not have notice of the conversion ormerger; and

(B)  Reasonably believes that:

(i)  The converted or surviving business is theconverting or constituent limited partnership;

(ii)  The converting or constituent limitedpartnership is not a limited liability limited partnership; and

(iii)  The person is a general partner in theconverting or constituent limited partnership; and

(2)  A person that was dissociated as a generalpartner from a converting or constituent limited partnership before theconversion or merger became effective shall be personally liable for eachobligation of the converted or surviving organization arising from atransaction with a third party after the conversion or merger becomeseffective, if:

(A)  Immediately before the conversion ormerger became effective the converting or surviving limited partnership was nota limited liability limited partnership; and

(B)  At the time the third party enters intothe transaction less than two years have passed since the person dissociated asa general partner and the third party:

(i)  Does not have notice of the dissociation;

(ii)  Does not have notice of the conversion ormerger; and

(iii)  Reasonably believes that the converted orsurviving organization is the converting or constituent limited partnership,the converting or constituent limited partnership is not a limited liabilitylimited partnership, and the person is a general partner in the converting orconstituent limited partnership. [L 2003, c 210, pt of §1]