LD 1609
pg. 132
Page 131 of 146 PUBLIC Law Chapter 543 Page 133 of 146
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LR 1469
Item 1

 
C.__If a person is required to pay any amount under this
subsection:

 
(1)__The person has a right of contribution from each
other person that was liable as a general partner under
section 1354 when the obligation was incurred and has
not been released from the obligation under section
1377; and

 
(2)__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.

 
2.__Additional liability.__In addition to any other liability
provided by law:

 
A.__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 is personally liable for each
obligation of the converted or surviving organization
arising from a transaction with a 3rd party after the
conversion or merger becomes effective if, at the time the
3rd party enters into the transaction, the 3rd party:

 
(1)__Does not have notice of the conversion or merger;
and

 
(2)__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

 
B.__A person that was dissociated as a general partner from
a converting or constituent limited partnership before the
conversion or merger became effective is personally liable
for each obligation of the converted or surviving
organization arising from a transaction with a 3rd party
after the conversion or merger becomes effective if:


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