[§425E-804]  Power of general
partner and person dissociated as general partner to bind partnership after
dissolution.  (a)  A limited partnership shall be bound by a
general partner's act after dissolution that:



(1)  Is appropriate for winding up the limited
partnership's activities; or



(2)  Would have bound the
limited partnership under section 425E-402 before dissolution, if, at the time
the other party enters into the transaction, the other party does not have
notice of the dissolution.



(b)  A person dissociated as a general partner
binds a limited partnership through an act occurring after dissolution if:



(1)  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;
and



(2)  The act:



(A)  Is appropriate for winding up the limited
partnership's activities; or



(B)  Would have bound the limited partnership
under section 425E-402 before dissolution and at the time the other party
enters into the transaction the other party does not have notice of the
dissolution. [L 2003, c 210, pt of §1]