[§425E-606]  Power to bind, andliability to, limited partnership before dissolution of partnership of a persondissociated as general partner.  (a)  After a person isdissociated as a general partner and before the limited partnership isdissolved, converted under article 11, or merged out of existence under article11, the limited partnership shall be bound by an act of the person only if:

(1)  The act would have bound the limited partnershipunder section 425E-402 before the dissociation; and

(2)  At the time the other party enters into thetransaction:

(A)  Less than two years has passed since thedissociation; and

(B)  The other party does not have notice ofthe dissociation and reasonably believes that the person is a general partner.

(b)  If a limited partnership is bound undersubsection (a), the person dissociated as a general partner which caused thelimited partnership to be bound shall be liable:

(1)  To the limited partnership for any damage causedto the limited partnership arising from the obligation incurred undersubsection (a); and

(2)  If a general partner or another persondissociated as a general partner is liable for the obligation, to the generalpartner or other person for any damage caused to the general partner or otherperson arising from the liability. [L 2003, c 210, pt of §1]