N.Y. Partnership Law § 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.