[§425E-607]  Liability to otherpersons of person dissociated as a general partner.  (a)  Aperson's dissociation as a general partner shall not of itself discharge theperson's liability as a general partner for an obligation of the limitedpartnership incurred before dissociation.  Except as otherwise provided insubsections (b) and (c), the person shall not be liable for a limitedpartnership's obligation incurred after dissociation.

(b)  A person whose dissociation as a generalpartner resulted in a dissolution and winding up of the limited partnership'sactivities shall be liable to the same extent as a general partner undersection 425E-404 on an obligation incurred by the limited partnership undersection 425E-804.

(c)  A person that has dissociated as a generalpartner but whose dissociation did not result in a dissolution and winding upof the limited partnership's activities shall be liable on a transactionentered into by the limited partnership after the dissociation only if:

(1)  A general partner would be liable on thetransaction; 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.

(d)  By agreement with a creditor of a limitedpartnership and the limited partnership, a person dissociated as a generalpartner may be released from liability for an obligation of the limitedpartnership.

(e)  A person dissociated as a general partnershall be released from liability for an obligation of the limited partnershipif the limited partnership's creditor, with notice of the person's dissociationas a general partner but without the person's consent, agrees to a materialalteration in the nature or time of payment of the obligation. [L 2003, c 210,pt of §1]