Okla. Stat. tit. 54, § 54-500-1112A: Power of general partners and persons dissociated as

general partners to bind organization after conversion or merger.

POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL

PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER.

(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:

(1) before the conversion or merger became effective, the act

would have bound the converting or constituent limited partnership

under Section 36 of this act; 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 36 of this act 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 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) of this section, 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.