New York Consolidated Laws, Partnership Law - PTR § 106. Liability of limited partner to partnership

(1) A limited partner is liable to the partnership

(2) A limited partner holds as trustee for the partnership

(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.