Ohio Rev. Code Ann. § 1782.435 – Dissenting partners

(A) Unless otherwise provided in writing in the partnership agreement of a constituent domestic limited partnership, the following are entitled to relief as dissenting partners as provided in section 1782.436 of the Revised Code:
1. (1) Partners of a domestic limited partnership that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1782.431 or 1782.432 of the Revised Code;
2. (2) In the case of a merger into a domestic limited partnership, partners of the surviving domestic limited partnership who under section 1782.431 of the Revised Code are entitled to vote or act on the adoption of an agreement or merger, but only as to the interests so entitling them to vote or act;
3. (3) Partners of a domestic limited partnership that is being converted into a converted entity pursuant to section 1782.439 of the Revised Code.
(B) Unless otherwise expressly agreed to in writing, a general partner of any constituent partnership shall be liable to the partners of the constituent partnership for any amount payable to them pursuant to section 1782.436 of the Revised Code as if the amount payable were an existing liability of the constituent partnership at the time of the merger or consolidation.