N.Y. Partnership Law § 121-804: Distribution of assets

§ 121-804. Distribution of assets. Upon the winding up of a limited

partnership, the assets shall be distributed as follows:

(a) to creditors, including partners who are creditors, to the extent

permitted by law, in satisfaction of liabilities of the limited

partnership, whether by payment or by establishment of adequate

reserves, other than liabilities for distributions to partners under

section 121-601 or 121-604 of this article;

(b) except as provided in the partnership agreement, to partners and

former partners in satisfaction of liabilities for distributions under

section 121-601 or 121-604 of this article; and

(c) except as provided in the partnership agreement, to partners first

for the return of their contributions, to the extent not previously

returned, and secondly respecting their partnership interests, in the

proportions in which the partners share in distributions in accordance

with section 121-504 of this article.