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41. Liabilities and obligations of partners before conversion

(1) Notwithstanding sections 33 to 39, every partner of a conventional partnership that has converted to a limited liability partnership shall continue to be personally liable, jointly and severally with the limited liability partnership, for the liabilities and obligations of the conventional partnership which were incurred prior to the conversion or which arose from any contract entered into prior to the conversion.

(2) if any such partner discharges any liability or obligation referred to in subsection (1), that partner shall be entitled, subject to any agreement with the limited liability partnership to the contrary, to be fully indemnified by the limited liability partnership in respect of such liability or obligation.

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