2006 New York Code - Winding Up.



 
    §  121-803. Winding up. (a) In the event of a dissolution of a limited
  partnership, except for a dissolution pursuant  to  section  121-802  of
  this  article,  unless  otherwise provided in the partnership agreement,
  the general  partners  who  have  not  wrongfully  dissolved  a  limited
  partnership  or,  if none, the limited partners, may wind up the limited
  partnership's affairs; upon  cause  shown,  the  supreme  court  in  the
  judicial  district  in  which  the  office of the limited partnership is
  located may wind up the limited partnership's affairs  upon  application
  of any partner, his legal representative, or assignee, and in connection
  therewith may appoint a receiver or liquidating trustee.
    (b)  Upon dissolution of a limited partnership, the persons winding up
  the limited partnership's affairs may, in the name of, and  for  and  on
  behalf  of,  the limited partnership prosecute and defend suits, whether
  civil,  criminal  or  administrative,  settle  and  close  the   limited
  partnership's  business, dispose of and convey the limited partnership's
  property,  discharge  the   limited   partnership's   liabilities,   and
  distribute   to  the  partners  any  remaining  assets  of  the  limited
  partnership, all without affecting the  liability  of  limited  partners
  including  limited  partners  participating  in  the  winding  up of the
  limited partnership's affairs.

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