8574 - Distribution of assets.

     § 8574.  Distribution of assets.        (a)  General rule.--Upon the winding up of a limited     partnership, the assets shall be distributed in the following     order:            (1)  To creditors, including partners who are creditors,        to the extent otherwise permitted by law, in satisfaction of        liabilities of the limited partnership (whether by payment or        the making of reasonable provision for payment thereof) other        than liabilities for distributions to partners under section        8551 (relating to interim distributions) or 8554 (relating to        distribution upon withdrawal).            (2)  Except as otherwise provided in the partnership        agreement, to partners and former partners in satisfaction of        liabilities for distributions under section 8551 or 8554.            (3)  Except as otherwise provided in the partnership        agreement, to partners:                (i)  For the return of their contributions.                (ii)  Respecting their partnership interests, in the            proportions in which the partners share in distributions.        (b)  Provision for claims.--A limited partnership that has     dissolved shall pay or make reasonable provision to pay all     claims and obligations, including all contingent, conditional or     unmatured claims and obligations, known to the limited     partnership and all claims and obligations which are known to     the limited partnership but for which the identity of the     claimant is unknown. If there are sufficient assets, such claims     and obligations shall be paid in full and any such provision for     payment made shall be made in full. If there are insufficient     assets, such claims and obligations shall be paid or provided     for according to their priority and, among claims and     obligations of equal priority, ratably to the extent of assets     available therefor. Except as otherwise provided in the     partnership agreement, any remaining assets shall be distributed     as provided in this chapter. Any liquidating trustee winding up     the affairs of a limited partnership who has complied with this     section shall not be personally liable to the claimants of the     dissolved limited partnership by reason of his actions in     winding up the limited partnership.