§ 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.