§ 29–710.08. Power of general partners and persons dissociated as general partners to bind limited partnership after merger.

(a) An act of a person that immediately before a merger became effective was a general partner in a constituent limited partnership shall bind the surviving limited partnership after the merger becomes effective if:

(1) Before the merger became effective, the act would have bound the constituent limited partnership under § 29-704.02; and

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

(A) Does not have notice of the merger; and

(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.

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

(1) Before the merger became effective, the act would have bound the constituent limited partnership under § 29-704.02 if the person had been a general partner; and

(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:

(A) Does not have notice of the dissociation;

(B) Does not have notice of the merger; and

(C) Reasonably believes that the surviving limited partnership is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.

(c) If a person having knowledge of the merger causes a surviving limited partnership to incur an obligation under subsection (a) or (b) of this section, the person shall be liable:

(1) To the surviving limited partnership for any damage caused to the surviving limited partnership arising from the obligation; and

(2) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from that liability.