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

(b)  Any surplus remaining after the limitedpartnership complies with subsection (a) shall be paid in cash as adistribution.

(c)  If a limited partnership's assets areinsufficient to satisfy all of its obligations under subsection (a), withrespect to each unsatisfied obligation incurred when the limited partnershipwas not a limited liability limited partnership, the following rules apply:

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

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

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

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

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

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