Rhode Island General Laws Title 7. Corporations, Associations, and Partnerships § 7-13.1-1136. Effect of interest exchange

(1) The interests in the acquired partnership which are the subject of the interest exchange are converted, and the partners holding those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under § 7-13.1-1106;

(2) The acquiring entity becomes the interest holder of the interests in the acquired partnership stated in the plan of interest exchange to be acquired by the acquiring entity;

(3) The certificate of limited partnership of the acquired partnership is amended to the extent provided in the statement of interest exchange;  and

(4) The provisions of the partnership agreement of the acquired partnership that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange.

(1) The interest exchange does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the interest exchange became effective.

(2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the interest exchange becomes effective.

(3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subsection (d)(1) of this section as if the interest exchange had not occurred.

(4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the partnership agreement of the domestic acquired partnership with respect to any interest holder liability preserved under subsection (d)(1) of this section as if the interest exchange had not occurred.