Texas Business Organizations Code
Sec.
§
10.254
Disposition of Property Not a Merger or Conversion; Liability
(a)
A disposition of all or part of the property of a domestic entity, regardless of whether the disposition requires the approval of the entitys owners or members, is not a merger or conversion for any purpose.
(b)
Except as otherwise expressly provided by another statute, a person acquiring property described by this section may not be held responsible or liable for a liability or obligation of the transferring domestic entity that is not expressly assumed by the person.Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by:Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 55, eff. September 1, 2007.