N.Y. Partnership Law § 121-704: Right of assignee to become limited partner

§ 121-704. Right of assignee to become limited partner. (a) An

assignee of a partnership interest, including an assignee of a general

partner, may become a limited partner if (i) the assignor gives the

assignee that right in accordance with authority granted in the

partnership agreement, or (ii) all partners consent in writing, or (iii)

to the extent that the partnership agreement so provides.

(b) An assignee who has become a limited partner has, to the extent

assigned, the rights and powers, and is subject to the restrictions and

liabilities, of a limited partner under the partnership agreement and

this article. Notwithstanding the foregoing, unless otherwise provided

in the partnership agreement, an assignee who becomes a limited partner

is liable for the obligations of his assignor to make contributions as

provided in section 121-502 of this article, but shall not be liable for

the obligations of his assignor under sections 121-603 and 121-607 of

this article. However, the assignee is not obligated for liabilities,

including the obligations of his assignor to make contributions as

provided in section 121-502 of this article, unknown to the assignee at

the time he becomes a limited partner.