§425-144  Settlement of accounts and
contributions among partners.  (a)  In winding up a partnership's business,
the assets of the partnership, including the contributions of the partners
required by this section, shall be applied to discharge its obligations to
creditors, including, to the extent permitted by law, partners who are
creditors.  Any surplus shall be applied to pay in cash the net amount
distributable to partners in accordance with their right to distributions under
subsection (b).



(b)  Each partner is entitled to a settlement
of all partnership accounts upon winding up the partnership business.  In
settling accounts among the partners, profits and losses that result from the
liquidation of the partnership assets must be credited and charged to the
partners' accounts.  The partnership shall make a distribution to a partner in
an amount equal to any excess of the credits over the charges in the partner's
account.  A partner shall contribute to the partnership an amount equal to any
excess of the charges over the credits in the partner's account but excluding
from the calculation charges attributable to an obligation for which the
partner is not personally liable under section 425-117.



(c)  If a partner fails to contribute the full
amount required under subsection (b), all of the other partners shall
contribute, in the proportions in which those partners share partnership
losses, the additional amount necessary to satisfy the partnership obligations
for which they are personally liable under section 425-117.  A partner or
partner's legal representative may recover from the other partners any
contributions the partner makes to the extent the amount contributed exceeds
that partner's share of the partnership obligations for which the partner is personally
liable under section 425-117.



(d)  After the settlement of accounts, each
partner shall contribute, in the proportion in which the partner shares
partnership losses, the amount necessary to satisfy partnership obligations
that were not known at the time of the settlement and for which the partner is
personally liable under section 425-117.



(e)  The estate of a deceased partner is liable
for the partner's obligation to contribute to the partnership.



(f)  An assignee for the benefit of creditors
of a partnership or a partner, or a person appointed by a court to represent
creditors of a partnership or a partner, may enforce a partner's obligation to
contribute to the partnership. [L 1999, c 284, pt of §1]