(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
Terms Used In Alabama Code 10A-9A-10.12
GENERAL PARTNER: means :(A) with respect to a limited partnership, a person that: (i) is admitted as a general partner under Section 10A-9A-4. See Alabama Code 10A-9A-1.02
Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section partner agent of limited partnership” class=”unlinked-ref” datatype=”S” sessionyear=”2020″ statecd=”AL” title=”10A”>10A-9A-4.02; and(2) at the time the third party enters into the transaction, the third party:
(A) does not have notice of the conversion or merger; and(B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02 if the person had been a general partner; and(2) at the time the third party enters into the transaction, the third party:
(A) does not have notice of the dissociation;(B) does not have notice of the conversion or merger; and(C) 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.(c) If a person having knowledge of the conversion or merger causes a converted or 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.