Tex. Bus. Org. Code § 10.254 : BUSINESS ORGANIZATIONS CODE — GENERAL PROVISIONS — MERGERS, INTEREST EXCHANGES, CONVERSIONS, AND SALES OF ASSETS — PROPERTY TRANSFERS AND DISPOSITIONS — Disposition of Property Not A Merger or Conversion; Liability TEXT PDF (a) A disposition of all or part of the property of a domestic entity, regardless of whether the disposition requires the approval of the entity's 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. Tex. Bus. Org. Code § 10.254 Amended by Acts 2007, 80th Leg., R.S., Ch. 688, Sec. 55, eff. 9/1/2007.