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 11, or merged out of existence under Article 11, the limited partnership is bound by an act of the person only if:

Terms Used In Illinois Compiled Statutes 805 ILCS 215/606

  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.

         (1) the act would have bound the limited partnership
    
under Section 402 before the dissociation; and
        (2) 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.
    (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.
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