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General Laws

Section 47. Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under sections thirty-one and thirty-four;

(2) except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under sections thirty-one and thirty-four; and

(3) except as provided in the partnership agreement, to partners (i) for the return of their contributions and (ii) respecting their partnership interests, in the proportions in which the partners share in distributions.

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