Code of Alabama |
Match Context and Document information |
URL: | http://alisondb.legislature.state.al.us/alison/CodeOfAlabama /1975/10A-9A-10.12.htm |
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Depth: | 0 singles |
Size: | 2,681 bytes |
Modified: | 2016-10-31 08:06:08 |
Categories: | -None- |
Title: | 10A-9A-10.12 |
Description: | -None- |
Keywords: | -None- |
Meta data: | -None- |
Body: | Section 10A-9A-10.12 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 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. (Act 2016-379, ยง1.) |