2006 New York Code - Liability Of Limited Partner To Partnership.

 
    §  106.  Liability  of  limited  partner to partnership. (1) A limited
  partner is liable to the partnership
    (a) For the difference between his contribution as actually  made  and
  that stated in the certificate as having been made, and
    (b) For any unpaid contributions which he agreed in the certificate to
  make  in  the  future  at  the  time and on the conditions stated in the
  certificate.
    (2) A limited partner holds as trustee for the partnership
    (a) Specific property stated in the certificate as contributed by him,
  but which was not contributed or which has been wrongfully returned, and
    (b) Money or other property wrongfully paid  or  conveyed  to  him  on
  account of his contribution.
    (3)  The liabilities of a limited partner as set forth in this section
  can be waived or compromised only by the consent of all members;  but  a
  waiver  or  compromise  shall  not  affect  the right of a creditor of a
  partnership, who extended credit or whose claim arose after  the  filing
  and  before  a  cancellation or amendment of the certificate, to enforce
  such liabilities.
    (4) When a contributor has rightfully received the return in whole  or
  in part of the capital of his contribution, he is nevertheless liable to
  the partnership for any sum, not in excess of such return with interest,
  necessary  to  discharge  its  liabilities to all creditors who extended
  credit or whose claims arose before such return.