Section 72. Liability of persons continuing the business in certain cases  


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  • 1. When any new partner is admitted into  an  existing  partnership,  or
      when  any  partner  retires  and  assigns  (or the representative of the
      deceased partner assigns) his rights in partnership property to  two  or
      more  of the partners, or to one or more of the partners and one or more
      third persons, if the business is continued without liquidation  of  the
      partnership affairs, creditors of the first or dissolved partnership are
      also creditors of the partnership so continuing the business.
        2.  When  all but one partner retire and assign (or the representative
      of a deceased partner assigns) their rights in partnership  property  to
      the remaining partner, who continues the business without liquidation of
      partnership  affairs,  either  alone  or  with  others, creditors of the
      dissolved partnership are also creditors of the person or partnership so
      continuing the business.
        3. When any partner retires or dies and the business of the  dissolved
      partnership  is  continued  as  set forth in subdivisions one and two of
      this  section,  with  the  consent  of  the  retired  partners  or   the
      representative  of  the  deceased partner, but without any assignment of
      his right in partnership property, rights of creditors of the  dissolved
      partnership and of the creditors of the person or partnership continuing
      the business shall be as if such assignment had been made.
        4.  When all the partners or their representatives assign their rights
      in partnership property to one or more third persons who promise to  pay
      the  debts  and  who continue the business of the dissolved partnership,
      creditors of the dissolved partnership are also creditors of the  person
      or partnership continuing the business.
        5.  When any partner wrongfully causes a dissolution and the remaining
      partners  continue  the  business  under  the  provisions   of   section
      sixty-nine,  paragraph  (b)  of  subdivision  two,  either alone or with
      others, and without liquidation of the partnership affairs, creditors of
      the  dissolved  partnership  are  also  creditors  of  the   person   or
      partnership continuing the business.
        6.  When a partner is expelled and the remaining partners continue the
      business either  alone  or  with  others,  without  liquidation  of  the
      partnership  affairs,  creditors  of  the dissolved partnership are also
      creditors of the person or partnership continuing the business.
        7. The  liability  of  a  third  person  becoming  a  partner  in  the
      partnership  continuing the business under this section to the creditors
      of the dissolved partnership  shall  be  satisfied  out  of  partnership
      property only.
        8.  When  the business of a partnership after dissolution is continued
      under any conditions set forth in this  section  the  creditors  of  the
      dissolved partnership, as against the separate creditors of the retiring
      or  deceased partner or the representative of the deceased partner, have
      a prior right to any claim of the retired partner or the  representative
      of the deceased partner against the person or partnership continuing the
      business,  on  account  of the retired or deceased partner's interest in
      the dissolved partnership or on account of  any  consideration  promised
      for such interest or for his right in partnership property.
        9.  Nothing  in  this  section  shall  be  held to modify any right of
      creditors to set aside any assignment on the ground of fraud.
        10. The use by the person or partnership continuing  the  business  of
      the partnership name, or the name of a deceased partner as part thereof,
      shall not of itself make the individual property of the deceased partner
      liable for any debts contracted by such person or partnership.