2.__Liability of dissociated general partner.__If a limited partnership is bound under subsection 1, the person dissociated as a general partner that caused the limited partnership to be bound is liable:

A.__To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection 1; and

B.__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.

§1377.__Liability to other persons of person dissociated as

general partner

1.__Liability of dissociated general partner.__A person's dissociation as a general partner does 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 2 and 3, the person is not liable for a limited partnership's obligation incurred after dissociation.

2.__Liability when dissociation resulted in dissolution.__A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under section 1354 on an obligation incurred by the limited partnership under section 1394.

3.__Liability when dissociation did not result in dissolution.__ 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 is liable on a transaction entered into by the limited partnership after the dissociation only if:

A.__A general partner would be liable on the transaction; and

B.__At the time the other party enters into the transaction:

(1)__Less than 2 years has passed since the dissociation; and