KRS 362.2-962: Power of general partners and persons dissociated as general partners to

bind organization after conversion or merger.

(1) An act of a person who immediately before a conversion or merger became

effective was a general partner in a converting or con stituent limited partnership

binds the converted or surviving organization after the conversion or merger

becomes effective if:

(a) Before the conversion or merger became effective, the act would have bound

the converting or constituent limited partnership under KRS 362.2-402; and

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

1. Does not have notice of the conversion or merger; and

2. Reasonably believes that the converted or surviving business is the

converting or constituen t limited partnership and that the person is a

general partner in the converting or constituent limited partnership.

(2) An act of a person who before a conversion or merger became effective was

dissociated as a general partner from a converting or constit uent limited partnership

binds the converted or surviving organization after the conversion or merger

becomes effective if:

(a) Before the conversion or merger became effective, the act would have bound

the converting or constituent limited partnership und er KRS 362.2 -402 if the

person had been a general partner; and

(b) 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:

1. Does not have notice of the dissociation;

2. Does not have notice of the conversion or merger; and

3. 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.

(3) If a person having knowledge of the conversion or merger causes a converted or

surviving organization to incur an obligation under subsection (1) or (2) of this

section, then the person is liable:

(a) To the converted or surviving organization for any damage caused to the

organization arising from the obligation; and

(b) If another person is liable for the obligation, to that other person for any

damage caused to that other person arising from that liability.