New York Partnership Law Section 121-705 - Liability upon assignment.

121-705. Liability upon assignment. (a) The assignor of a partnership interest is not released from any liability under this article or the partnership agreement, except liabilities which arise after the effectiveness of the assignment and are pursuant to section 121-207 of this article, section 121-607 of this article or, in the event the assignee becomes a limited partner, unless otherwise provided in the partnership agreement, section 121-502 of this article.

(b) An assignee who becomes a limited partner is liable for the obligations to make contributions and return distributions as provided for in this article, provided, however, that the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the partnership agreement and provided, further, that the assignee is not obligated for any accrued liabilities of the assignor at the time of assignment unless the assignee specifically assumes such liabilities.

Last modified: February 3, 2019