2006 New York Code - The Partnership Agreement.



 
    §  121-110.  The  partnership agreement. (a) The partnership agreement
  shall be signed by all general partners, in person or  by  attorneys  in
  fact, and may, but need not, be signed by the limited partners.
    (b)  A limited partnership shall have a written partnership agreement.
  Except as provided in sections 121-702 and 121-705 of this  article,  no
  person  shall  have  any  rights, or be subject to the liabilities, of a
  general partner who has not signed the partnership agreement  in  person
  or by attorney in fact.
    (c)  The partnership agreement of a limited partnership may be amended
  from time to time as provided therein; provided, however,  that,  except
  as  may  be provided otherwise in the partnership agreement, without the
  written consent of each partner adversely affected thereby, no amendment
  of the partnership agreement shall  be  made  which  (i)  increases  the
  obligations  of  any  limited partner to make contributions, (ii) alters
  the allocation for tax purposes of any  items  of  income,  gain,  loss,
  deduction   or   credit,  (iii)  alters  the  manner  of  computing  the
  distributions of  any  partner,  (iv)  alters,  except  as  provided  in
  subdivision  (a) of section 121-302 of this article, the voting or other
  rights of any limited partner, (v) allows the obligation of a partner to
  make a contribution to be compromised  by  consent  of  fewer  than  all
  partners  or (vi) alters the procedures for amendment of the partnership
  agreement.

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