Sec. 32.11.350. Right of assignee to become limited partner.
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Sec. 32.11.350. Right of assignee to become limited partner.
(a)An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that
(1)the assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(2)all other partners consent.
(b)An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of the assignee's assignor to make and return contributions as provided in AS 32.11.200 — 32.11.310. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.
(c)If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited partnership under AS 32.11.070 and 32.11.210.