Ch. 654

1997 LAWS OF MARYLAND

(D)     AFTER THE SETTLEMENT OF ACCOUNTS, EACH PARTNER SHALL
CONTRIBUTE, IN THE PROPORTION IN WHICH THE PARTNER SHARES PARTNERSHIP
LOSSES, THE AMOUNT NECESSARY TO SATISFY PARTNERSHIP OBLIGATIONS THAT
WERE NOT KNOWN AT THE TIME OF THE SETTLEMENT.

(E)     THE ESTATE OF A DECEASED PARTNER IS LIABLE FOR THE PARTNER'S
OBLIGATION TO CONTRIBUTE TO THE PARTNERSHIP.

(F)     AN ASSIGNEE FOR THE BENEFIT OF CREDITORS OF A PARTNERSHIP OR A
PARTNER, OR A PERSON APPOINTED BY A COURT TO REPRESENT CREDITORS OF A
PARTNERSHIP OR A PARTNER, MAY ENFORCE A PARTNER'S OBLIGATION TO
CONTRIBUTE TO THE PARTNERSHIP.

(G)     NOTWITHSTANDING THE FOREGOING PROVISIONS OF § 9-807 OF THIS
SUBTITLE, A PARTNER OF A LIMITED LIABILITY PARTNERSHIP SHALL HAVE NO
OBLIGATION TO MAKE A CONTRIBUTION TO THE PARTNERSHIP, WHETHER
DIRECTLY OR INDIRECTLY BY WAY OF A CHARGE AGAINST THE PARTNER'S
ACCOUNT OR OTHERWISE, WITH RESPECT TO ANY PARTNERSHIP OBLIGATIONS FOR
WHICH THE PARTNER HAS NO PERSONAL LIABILITY UNDER § 9-306 OF THIS TITLE

SUBTITLE 9. MERGER.
9-901. MERGER IN GENERAL.

(A)     UNLESS THE PARTNERSHIP AGREEMENT PROVIDES OTHERWISE, A
PARTNERSHIP MAY BE A PARTY TO A STATUTORY MERGER PURSUANT TO THIS
SUBTITLE AND MAY MERGE INTO ONE OR MORE:

(1)      PARTNERSHIPS;

(2)      LIMITED LIABILITY COMPANIES;

(3)      LIMITED PARTNERSHIPS;

(4)      CORPORATIONS HAVING CAPITAL STOCK; OR

(5)      BUSINESS TRUSTS HAVING TRANSFERABLE UNITS OF BENEFICIAL .
INTEREST.

(B)     ONE OR MORE PARTNERSHIPS, LIMITED LIABILITY COMPANIES, LIMITED
PARTNERSHIPS, CORPORATIONS HAVING CAPITAL STOCK, OR BUSINESS TRUSTS
HAVING TRANSFERABLE UNITS OF BENEFICIAL INTEREST MAY MERGE INTO A
PARTNERSHIP.

(C)     BEFORE A PARTNERSHIP MAY BE A PARTY TO A STATUTORY MERGER
PURSUANT TO THIS SUBTITLE, SUCH PARTNERSHIP MUST HAVE ON FILE WITH THE
DEPARTMENT EITHER (1) A STATEMENT OF AUTHORITY FILED PURSUANT TO § 9-303
OF THIS TITLE OR (2) A CERTIFICATE OF LIMITED LIABILITY PARTNERSHIP FILED
PURSUANT TO § 9-1001 OF THIS TITLE.

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