[§425E-812]  Disposition of assets;
when contributions required.  (a)  In winding up a limited
partnership's activities, the assets of the limited partnership, including the
contributions required by this section, shall be applied to satisfy the limited
partnership's obligations to creditors, including, to the extent permitted by
law, partners that are creditors.



(b)  Any surplus remaining after the limited
partnership complies with subsection (a) shall be paid in cash as a
distribution.



(c)  If a limited partnership's assets are
insufficient to satisfy all of its obligations under subsection (a), with
respect to each unsatisfied obligation incurred when the limited partnership
was not a limited liability limited partnership, the following rules apply:



(1)  Each person that was a general partner when the
obligation was incurred and that has not been released from the obligation
under section 425E-607 shall contribute to the limited partnership for the
purpose of enabling the limited partnership to satisfy the obligation.  The
contribution due from each of those persons shall be in proportion to the right
to receive distributions in the capacity of general partner in effect for each
of those persons when the obligation was incurred;



(2)  If a person does not contribute the full amount
required under paragraph (1) with respect to an unsatisfied obligation of the
limited partnership, the other persons required to contribute by paragraph (1)
on account of the obligation shall contribute the additional amount necessary
to discharge the obligation.  The additional contribution due from each of
those other persons shall be in proportion to the right to receive
distributions in the capacity of general partner in effect for each of those
other persons when the obligation was incurred; and



(3)  If a person does not make the additional
contribution required by paragraph (2), further additional contributions are
determined and due in the same manner as provided in that paragraph.



(d)  A person that makes an additional contribution
under subsection (c)(2) or (3) may recover from any person whose failure to
contribute under subsection (c)(1) or (2) necessitated the additional
contribution.  A person may not recover under this subsection more than the
amount additionally contributed.  A person's liability under this subsection
may not exceed the amount the person failed to contribute.



(e)  The estate of a deceased individual shall
be liable for the person's obligations under this section.



(f)  An assignee for the benefit of creditors
of a limited partnership or a partner, or a person appointed by a court to
represent creditors of a limited partnership or a partner, may enforce a
person's obligation to contribute under subsection (c). [L 2003, c 210, pt of
§1]