2006 New York Code - Limitations On Distribution.



 
    §  121-607.  Limitations  on  distribution.  (a) A limited partnership
  shall not make a distribution to a partner to the extent  that,  at  the
  time  of  the distribution, after giving effect to the distribution, all
  liabilities of  the  limited  partnership,  other  than  liabilities  to
  partners  on  account of their partnership interests and liabilities for
  which recourse of creditors is limited  to  specified  property  of  the
  limited  partnership,  exceed the fair market value of the assets of the
  limited partnership, except that the fair market value of property  that
  is subject to a liability for which the recourse of creditors is limited
  shall  be  included in the assets of the limited partnership only to the
  extent that the fair value of that property exceeds that liability.
    (b) A limited partner who receives  a  distribution  in  violation  of
  subdivision  (a)  of  this  section,  and  who  knew  at the time of the
  distribution that the distribution  violated  subdivision  (a)  of  this
  section,  shall  be  liable to the limited partnership for the amount of
  the distribution.   A limited partner who  receives  a  distribution  in
  violation  of  subdivision  (a) of this section, and who did not know at
  the time of the distribution that the distribution violated  subdivision
  (a)  of  this  section,  shall  not  be  liable  for  the  amount of the
  distribution.    Subject  to  subdivision  (c)  of  this  section,  this
  subdivision  shall  not  affect any obligation or liability of a limited
  partner under a partnership agreement or other applicable  law  for  the
  amount of a distribution.
    (c) Unless otherwise agreed, a limited partner who receives a wrongful
  distribution  from  a  limited partnership shall have no liability under
  this article or other applicable law for the amount of the  distribution
  after the expiration of three years from the date of the distribution.

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