Section 79-14-1112 - Power of general partners and persons dissociated as general partners to bind organization after merger(a) An act of a person that immediately before a merger became effective was a general partner in a constituent limited partnership binds the surviving organization after the merger becomes effective, if:(1) Before the merger became effective, the act would have bound the constituent limited partnership under Section 79-14-402; 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 binds the converted or surviving organization after the merger becomes effective, if: (1) Before the merger became effective, the act would have bound the constituent limited partnership under Section 79-14-402 if the person had been a general partner; and(2) At the time the third party enters into the transaction, less than two (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 organization 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 organization to incur an obligation under subsection (a) or (b), the person is liable: (1) To the converted or surviving organization for any damage caused to the organization 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 the liability.Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.