[§425E-1112]  Power of general
partners and persons dissociated as general partners to bind organization after
conversion or merger.  (a)  An act of a person that immediately
before a conversion or merger became effective was a general partner in a
converting or constituent limited partnership binds the converted or surviving
organization after the conversion or merger becomes effective, if:



(1)  Before the conversion or merger became effective,
the act would have bound the converting or constituent limited partnership
under section 425E-402; and



(2)  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 the converted or
surviving business is the converting or constituent limited partnership and
that the person is a general partner in the converting or constituent limited
partnership.



(b)  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:



(1)  Before the conversion or merger became effective,
the act would have bound the converting or constituent limited partnership
under section 425E-402 if the person had been a general partner; and



(2)  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:



(A)  Does not have notice of the dissociation;



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



(C)  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.



(c)  If a person having knowledge of the
conversion or merger causes a converted or surviving organization to incur an
obligation under subsection (a) or (b), the person shall be liable:



(1)  To the converted or surviving organization for
any damage caused to the organization arising from the obligation; and



(2)  If another person is liable for the obligation,
to that other person for any damage caused to that other person arising from
the liability. [L 2003, c 210, pt of §1]