1. (a) An act of a person that immediately before merger became effective was a general partner in a constituent limited partnership binds the surviving organization after the merger becomes effective, if:

   1. (1) before the merger became effective, the act would have bound the constituent limited partnership under Section 402; and

   2. (2) at the time the third party enters into the transaction, the third party:

      1. (A) does not have notice of the merger; and
      2. (B) reasonably believes that the surviving business is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.

2. (b) An act of a person that before a merger became effective was dissociated as a general partner from a constituent limited partnership binds the surviving organization after the merger becomes effective, if:

   1. (1) before the merger became effective, the act would have bound the constituent limited partnership under Section 402 if the person had been a general partner; and

   2. (2) at the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:

      1. (A) does not have notice of the dissociation;
      2. (B) does not have notice of the merger; and
      3. (C) reasonably believes that the surviving organization is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.

3. (c) If a person having knowledge of the merger causes a surviving organization to incur an obligation under subsection (a) or (b), the person is liable:

   1. (1) to the surviving organization for any damage caused to the organization arising from the obligation; and
   2. (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.

(Source: P.A. 100-561, eff. 7-1-18.)