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

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

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

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

(1)  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;and

(2)  The act:

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

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