N.Y. Partnership Law § 121-704

§ 121-704. Right of assignee to become limited partner. (a) An\nassignee of a partnership interest, including an assignee of a general\npartner, may become a limited partner if (i) the assignor gives the\nassignee that right in accordance with authority granted in the\npartnership agreement, or (ii) all partners consent in writing, or (iii)\nto the extent that the partnership agreement so provides.\n (b) An assignee who has become a limited partner has, to the extent\nassigned, the rights and powers, and is subject to the restrictions and\nliabilities, of a limited partner under the partnership agreement and\nthis article. Notwithstanding the foregoing, unless otherwise provided\nin the partnership agreement, an assignee who becomes a limited partner\nis liable for the obligations of his assignor to make contributions as\nprovided in section 121-502 of this article, but shall not be liable for\nthe obligations of his assignor under sections 121-603 and 121-607 of\nthis article. However, the assignee is not obligated for liabilities,\nincluding the obligations of his assignor to make contributions as\nprovided in section 121-502 of this article, unknown to the assignee at\nthe time he becomes a limited partner.\n