[§425E-1112]  Power of generalpartners and persons dissociated as general partners to bind organization afterconversion or merger.  (a)  An act of a person that immediatelybefore a conversion or merger became effective was a general partner in aconverting or constituent limited partnership binds the converted or survivingorganization 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 partnershipunder section 425E-402; and

(2)  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 the converted orsurviving business is the converting or constituent limited partnership andthat the person is a general partner in the converting or constituent limitedpartnership.

(b)  An act of a person that before aconversion or merger became effective was dissociated as a general partner froma converting or constituent limited partnership binds the converted orsurviving 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 partnershipunder section 425E-402 if the person had been a general partner; and

(2)  At the time the third party enters into thetransaction, less than two years have passed since the person dissociated as ageneral partner and the third party:

(A)  Does not have notice of the dissociation;

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

(C)  Reasonably believes that the converted orsurviving organization is the converting or constituent limited partnership andthat the person is a general partner in the converting or constituent limitedpartnership.

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

(1)  To the converted or surviving organization forany 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 fromthe liability. [L 2003, c 210, pt of §1]