Alabama § 10A-9A-6.06 - Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner.

§ 10A-9A-6.06. Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner.

(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 10 of this chapter or under Article 8 of Chapter 1, or merged out of existence under Article 10 of this chapter or Article 8 of Chapter 1, the limited partnership is bound by an act of the person only if:

(1) the act would have bound the limited partnership under Section 10A-9A-4.02 before the dissociation; and

(2) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable:

(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and

(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.