reglab/housing_qa huggingface dataset:
AL Code § 10A-9A-4.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 4 - General Partners.|Section 10A-9A-4.08 - General Standards of General Partner's Conduct.

Section 10A-9A-4.08General standards of general partner's conduct.  (a) The duties that a general partner has to the limited partnership and to the other partners include the duty of loyalty and the duty of care as described in subsections (b) and (c). (b) A general partner's duty of loyalty to the limited partnership and to the other partners includes each of the following: (1) to account to the limited partnership and to hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct or winding up of the limited partnership's activities and affairs or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs as or on behalf of a party having an interest adverse to the limited partnership; and (3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs. (c) A general partner's duty of care to the limited partnership and to the other partners in the conduct or winding up of the limited partnership's activities and affairs includes refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) A general partner shall discharge the duties to the limited partnership and to the other partners under this chapter and under the partnership agreement and exercise any rights consistently with the implied contractual covenant of good faith and fair dealing. (e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest. (Act 2016-379, §1.)
AL Code § 10A-9A-4.09 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 4 - General Partners.|Section 10A-9A-4.09 - Reliance on Reports and Information.

Section 10A-9A-4.09Reliance on reports and information.  A general partner of a limited partnership shall be fully protected in relying in good faith upon the records of the limited partnership and upon information, opinions, reports, or statements presented by another general partner or agent of the limited partnership, or by any other person as to matters the general partner reasonably believes are within that other person's professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited partnership, or the value and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited partnership, or to make reasonable provision to pay those claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid. (Act 2016-379, §1.)
AL Code § 10A-9A-5.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 5 - Contributions and Distributions.|Section 10A-9A-5.01 - Form of Contribution.

Section 10A-9A-5.01Form of contribution.  A contribution by a partner may be made to a limited partnership as agreed by the partners. (Act 2016-379, §1.)
AL Code § 10A-9A-5.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 5 - Contributions and Distributions.|Section 10A-9A-5.02 - Liability for Contribution.

Section 10A-9A-5.02Liability for contribution.  (a) A partner's obligation to make a contribution to a limited partnership is not excused by the partner's death, disability, or other inability to perform personally. (b) If a partner does not make a contribution required by an enforceable promise, the partner or the partner's estate is obligated, at the election of the limited partnership, to contribute money equal to the value of the portion of the contribution that has not been made. The foregoing election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have under the partnership agreement or applicable law. (c) The obligation of a partner to make a contribution to a limited partnership may be compromised only by consent of all partners. A conditional obligation of a partner to make a contribution to a limited partnership may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership before the time the call occurs. (d) A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation. (e) A promise by a partner to make a contribution to a limited partnership is not enforceable unless set forth in a writing signed by the partner. (Act 2016-379, §1.)
AL Code § 10A-9A-5.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 5 - Contributions and Distributions.|Section 10A-9A-5.03 - Sharing of Distributions Before Dissolution.

Section 10A-9A-5.03Sharing of distributions before dissolution.  All partners shall share equally in any distributions made by a limited partnership before its dissolution and winding up. (Act 2016-379, §1.)
AL Code § 10A-9A-5.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 5 - Contributions and Distributions.|Section 10A-9A-5.04 - Interim Distributions.

Section 10A-9A-5.04Interim distributions.  A partner has a right to a distribution before the dissolution and winding up of a limited partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the limited partnership is a decision in the ordinary course of the activities and affairs of the limited partnership. (Act 2016-379, §1.)
AL Code § 10A-9A-5.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 5 - Contributions and Distributions.|Section 10A-9A-5.05 - No Distribution on Account of Dissociation.

Section 10A-9A-5.05No distribution on account of dissociation.  A partner's dissociation does not entitle the dissociated partner to a distribution. (Act 2016-379, §1.)
AL Code § 10A-9A-5.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 5 - Contributions and Distributions.|Section 10A-9A-5.06 - Distribution in Kind.

Section 10A-9A-5.06Distribution in kind.  A partner does not have a right to demand and receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in Section 10A-9A-8.09(c), a limited partnership may distribute an asset in kind if each partner receives a percentage of the asset in proportion to the partner's share of distributions. (Act 2016-379, §1.)
AL Code § 10A-9A-5.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 5 - Contributions and Distributions.|Section 10A-9A-5.07 - Right to Distribution.

Section 10A-9A-5.07Right to distribution.  If a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made. (Act 2016-379, §1.)
AL Code § 10A-9A-5.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 5 - Contributions and Distributions.|Section 10A-9A-5.08 - Limitations on Distribution and Liability for Improper Distributions.

Section 10A-9A-5.08Limitations on distribution and liability for improper distributions.  (a) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited partnership, exceed the fair value of the assets of the limited partnership, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability partnership only to the extent that the fair value of the property exceeds that liability. (b) A general partner who consents to a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited partnership for the amount of that distribution. (c) A limited partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited partnership for the amount of the distribution received by that partner. A limited partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who did not know at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall not be liable for the amount of the distribution received by that partner. (d) Except as provided in subsection (e), this section shall not affect any obligation or liability of a partner under other applicable law for the amount of a distribution. (e) An action under this section or other applicable law is barred if not commenced within two years after the distribution. (f) For purposes of subsection (a), "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of the limited partnership's activities and affairs under a bona fide retirement plan or other benefits program. (g) This section shall not apply to distributions made in accordance with Section 10A-9A-8.09. (Act 2016-379, §1.)
AL Code § 10A-9A-6.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 6 - Dissociation.|Section 10A-9A-6.02 - Effect of Dissociation as Limited Partner.

Section 10A-9A-6.02Effect of dissociation as limited partner.  (a) Upon a person's dissociation as a limited partner: (1) subject to Section 10A-9A-7.04, the person does not have further rights as a limited partner; (2) the person's implied contractual covenant of good faith and fair dealing as a limited partner under Section 10A-9A-3.05(b) continues only as to matters arising and events occurring before the dissociation; and (3) subject to Section 10A-9A-7.04, and Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person immediately after dissociation as a mere transferee. (b) A person's dissociation as a limited partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners that the person incurred while a limited partner. (Act 2016-379, §1.)
AL Code § 10A-9A-6.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 6 - Dissociation.|Section 10A-9A-6.04 - Person's Power to Dissociate as General Partner; Wrongful Dissociation.

Section 10A-9A-6.04Person's power to dissociate as general partner; wrongful dissociation.  (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-9A-6.03(1). (b) A person's dissociation as a general partner is wrongful only if: (1) it is in breach of an express provision of the limited partnership; or (2) it occurs before the completion of the winding up of the limited partnership, and: (A) the person dissociates as a general partner by express will; (B) the person is expelled as a general partner by judicial order under Section 10A-9A-6.03(5); (C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or (D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. (c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 10A-9A-9.01, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners. (Act 2016-379, §1.)
AL Code § 10A-9A-6.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 6 - Dissociation.|Section 10A-9A-6.05 - Effect of Dissociation as General Partner.

Section 10A-9A-6.05Effect of dissociation as general partner.  (a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of the partnership's activities and affairs terminates; (2) the person's duty to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs terminates; (3) the person's following duties continue only with regard to matters arising and events occurring before the person's dissociation as a general partner: (A) the duty to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities and affairs or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (B) the duty to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs as or on behalf of a party having an interest adverse to the limited partnership; and (C) the duty of care under Section 10A-9A-4.08; (4) the person may sign and deliver for filing in accordance with Article 4 of Chapter 1, a statement of dissociation pertaining to the person and, at the request of the limited partnership, if the limited partnership has not filed a statement of dissolution, shall sign an amendment to the certificate of formation which states that the person has dissociated; and  (5) subject to Section 10A-9A-7.04, Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned immediately after dissociation by the person as a mere transferee. (b) A person's dissociation as a general partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners which the person incurred while a general partner.  (Act 2016-379, §1.)
AL Code § 10A-9A-6.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 6 - Dissociation.|Section 10A-9A-6.06 - Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner.

Section 10A-9A-6.06Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.  (a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 10 of this chapter or under Article 8 of Chapter 1, or merged out of existence under Article 10 of this chapter or Article 8 of Chapter 1, the limited partnership is bound by an act of the person only if: (1) the act would have bound the limited partnership under Section 10A-9A-4.02 before the dissociation; and (2) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. (Act 2016-379, §1.)
AL Code § 10A-9A-6.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 6 - Dissociation.|Section 10A-9A-6.07 - Liability to Other Persons of Person Dissociated as General Partner.

Section 10A-9A-6.07Liability to other persons of person dissociated as general partner.  (a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation, or liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a limited partnership's debts, obligations, or liabilities incurred after dissociation. (b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities and affairs is liable to the same extent as a general partner under Section 10A-9A-4.04 on an obligation incurred by the limited partnership under Section 10A-9A-8.04. (c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if: (1) a general partner would be liable on the transaction; and (2) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership. (e) A person dissociated as a general partner is released from liability for a debt, obligation, or liability of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or liability. (Act 2016-379, §1.)
AL Code § 10A-9A-7.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 7 - Transferable Interests and Rights of Transferees and Creditors.|Section 10A-9A-7.01 - Transferable Interest.

Section 10A-9A-7.01Transferable interest.  The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property. (Act 2016-379, §1.)
AL Code § 10A-9A-7.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 7 - Transferable Interests and Rights of Transferees and Creditors.|Section 10A-9A-7.02 - Transfer of Partner's Transferable Interest.

Section 10A-9A-7.02Transfer of partner's transferable interest.  (a) A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation;  (3) does not by itself cause a dissolution and winding up of the limited partnership; and  (4) subject to Section 10A-9A-7.04, does not entitle the transferee to: (A) participate in the management or conduct of the limited partnership's activities and affairs; or  (B) except as otherwise provided in subsection (d), have access to required information, records, or other information concerning the partnership's activities and affairs. (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (c) A transferable interest may be evidenced by a certificate of transferable interest issued by the limited partnership. A partnership agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form. (d) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution. (e) Except as otherwise provided in Sections 10A-9A-6.01(b)(3), 10A-9A-6.01(b)(10), 10A-9A-6.01(b)(11), 10A-9A-6.03(4)(B), 10A-9A-6.03(11), and 10A-9A-6.03(12) when a partner transfers a transferable interest, the transferor retains the rights of a partner other than the right to distributions transferred and retains all duties and obligations of a partner. (f) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer. (g) When a partner transfers a transferable interest to a person that is admitted as a partner with respect to the transferred interest, the transferee is liable for the partner's obligations under Sections 10A-9A-5.02 and 10A-9A-5.08 to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a partner. (Act 2016-379, §1.)