[§425E-607]  Liability to other
persons of person dissociated as a general partner.  (a)  A
person's dissociation as a general partner shall not of itself discharge the
person's liability as a general partner for an obligation of the limited
partnership incurred before dissociation.  Except as otherwise provided in
subsections (b) and (c), the person shall not be liable for a limited
partnership's obligation incurred after dissociation.



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



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



(1)  A general partner would be liable on the
transaction; and



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



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



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



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



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