[§428-804]  Member's or manager's power and
liability as agent after dissolution.  (a)  A limited liability company is
bound by a member's or manager's act after dissolution that:



(1)  Is appropriate for winding up the company's
business; or



(2)  Would have bound the company under section
428-301 before dissolution if the other party to the transaction did not have
notice of the dissolution.



(b)  A member or manager who, with knowledge of
the dissolution, subjects a limited liability company to liability by an act
that is not appropriate for winding up the company's business is liable to the
company for any damage caused to the company arising from the liability. [L
1996, c 92, pt of §1]