KRS 362.2-606: Power to bind and liability to partnership before dissolution of person

dissociated as general partner.

(1) After a person is dissociated as a general partner and before the limited partnership

is dissolved, converted under KRS 362.2 -951 to 362.2 -963, or merged out of

existence under KRS 362.2 -951 to 362.2 -963, the limited partnership is bound by

an act of the person only if:

(a) The act would have bound the limited partnership under KRS 362.2 -402

before the dissociation; and

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

1. Less than two (2) years has passed since the dissociation; and

2. The other party does not have notice of the dissociation and reasonably

believes that the person is a general partner.

(2) If a limited partnership is bound under subsection (1) of this section, then the person

dissociated as a general partner is liable:

(a) To the limited partnership for any damage caused to the limited partnership

arising from that obligation; and

(b) If a general partner or another p erson dissociated as a general partner is liable

for that obligation, to that general partner or other person for any damage

caused to that general partner or other person arising from that liability.