N.Y. Partnership Law § 121-803: 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.