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



(1)  The provisions of this chapter pertaining to the
collection 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 or
constituent limited partnership; and



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



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



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



(b)  In addition to any other liability
provided by law:



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



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



(B)  Reasonably believes that:



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



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



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



(2)  A person that was dissociated as a general
partner from a converting or constituent limited partnership before the
conversion or merger became effective shall be personally liable for each
obligation of the converted or surviving organization arising from a
transaction with a third party after the conversion or merger becomes
effective, if:



(A)  Immediately before the conversion or
merger became effective the converting or surviving limited partnership was not
a limited liability limited partnership; and



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



(i)  Does not have notice of the dissociation;



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



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