(2)__At the time the 3rd party enters into the transaction less than 2 years have passed since the person dissociated as a general partner and the 3rd party:

(i)__Does not have notice of the dissociation;

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

(iii) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership and the person is a general partner in the converting or constituent limited partnership.

§1442.__Power of general partners and persons dissociated as

general partners to bind organization after conversion or

merger

1.__Act of general partner before conversion or merger.__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:

A.__Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352; and

B.__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 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.