(a) A limited partnership is bound by a general partner’s act after dissolution which:
(1) Is appropriate for winding up the partnership’s activities and affairs; or
(2) Would have bound the partnership under § 7-13.1-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1) At the time the other party enters into the transaction:
(i) Less than two (2) years has passed since the dissociation; and
(ii) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) The act:
(i) Is appropriate for winding up the partnership’s activities and affairs; or
(ii) Would have bound the partnership under § 7-13.1-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.