Legislation
SECTION 121-705
Liability upon assignment
Partnership (PTR) CHAPTER 39, ARTICLE 8-A
§ 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.
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.