N.Y. LLC Law § 502

§ 502. Liability for contributions. (a) Except as provided in the\noperating agreement, a member is obligated to the limited liability\ncompany to perform any promise to contribute cash or property or to\nperform services that is otherwise enforceable in accordance with\napplicable law, even if he or she is unable to perform because of death,\ndisability or any other reason. Except as provided in the operating\nagreement, if a member does not make any required contribution of\nproperty or services, he or she is obligated at the option of the\nlimited liability company to contribute cash equal to that portion of\nthe value, as stated in the records of the limited liability company, if\nso stated, of the contribution that he or she has not made. The\nforegoing option shall be in addition to, and not in lieu of, any other\nrights, including the right to specific performance, that the limited\nliability company may have against such member under the operating\nagreement or applicable law.\n (b) Unless otherwise provided in the operating agreement and except as\nprovided in section six hundred five of this chapter, the obligation of\na member to make a contribution or to return money or other property\npaid or distributed in violation of this chapter may be compromised only\nby consent of all the members. Notwithstanding the compromise, a\ncreditor of a limited liability company who extends credit in reliance\non the obligation of any member may enforce the original obligation to\nthe extent he or she reasonably relied on such obligation after the\nmember signed a writing which reflects the obligation and the creditor\nextended credit before the compromise. A conditional obligation of a\nmember to make a contribution or return money or other property to a\nlimited liability company may not be enforced unless the conditions to\nthe obligation have been satisfied or waived as to or by such member.\nConditional obligations include contributions payable upon a\ndiscretionary call of a limited liability company or a member prior to\nthe time the call occurs.\n (c) The operating agreement may provide that the membership interest\nof any member who fails to make any required contribution shall be\nsubject to specified consequences of such failure. Such consequences may\ninclude, but are not limited to, reduction or elimination of the\ndefaulting member's interest, subordination of the defaulting member's\ninterest to that of nondefaulting members, a forced sale of the\ndefaulting member's interest, forfeiture of the defaulting member's\ninterest, the lending by the other members of the amount necessary to\nmeet the defaulting member's commitment, a fixing of the value of the\ndefaulting member's interest by appraisal or by formula and redemption\nor sale of such member's interest at such value, or other consequences.\n