(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 § 4-47-402; 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 § 4-47-402 if the person had been a

erger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under § 4-47-402 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 is 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.Acts 2007, No. 15, § 1.