[§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]