A.__Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 1352 if the person had been a general partner; and

B.__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:

(1)__Does not have notice of the dissociation;

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

(3)__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.

3.__Liable for damage.__If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection 1 or 2, the person is liable:

A.__To the converted or surviving organization for any damage caused to the organization arising from the obligation; and

B.__If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.

§1443.__Subchapter not exclusive

This subchapter does not preclude an entity from being converted or merged under other law.

SUBCHAPTER 12

MISCELLANEOUS PROVISIONS