reglab/housing_qa huggingface dataset:
TN Code § 61-2-301 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 3 - Limited Partners|§ 61-2-301. Admission of Limited Partners

  In connection with the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership upon the latter to occur of:  The formation of the limited partnership; or   The time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when the person's admission is reflected in the records of the limited partnership.     After the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership:  In the case of a person acquiring a partnership interest directly from the limited partnership, at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the consent of all partners and when the person's admission is reflected in the records of the limited partnership; or   In the case of an assignee of a partnership interest, as provided in § 61-2-704 and at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when any such person's permitted admission is reflected in the records of the limited partnership.
TN Code § 61-2-303 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 3 - Limited Partners|§ 61-2-303. Person Believed to Be Limited Partner

  Except as provided in subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership or exercising any rights of a limited partner, if, within a reasonable time after ascertaining the mistake:  In the case of a person who wishes to be a limited partner, he causes, if applicable, a certificate of amendment withdrawing him as a general partner to be executed and filed with the office of the secretary of state and has his interest as a limited partner properly recorded, in the limited partnership's records as required by law and the partnership agreement;   In the case of a person who wishes to withdraw from the partnership, he takes such action as may be necessary to withdraw.     A person who makes a contribution under the circumstances described in subsection (a) is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a):  If such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and   If the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief and extended credit to the partnership in reasonable reliance on the credit of such person.
TN Code § 61-2-304 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 3 - Limited Partners|§ 61-2-304. Right to Information

  Any person shall have the right to examine the current list of the names and addresses of all general and limited partners of any partnership formed under this chapter at the registered office of the partnership during reasonable business hours, and, upon payment of reasonable costs of duplication, to make a copy thereof.   Each limited partner has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished, at what time and location and at whose expense) as may be set forth in the partnership agreement or otherwise established by the general partners, to obtain from the general partners, from time to time, upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner:  True and full information regarding the status of the business and financial condition of the limited partnership;   Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year;   A current list of the name and last known business, residence or mailing address of each partner;   A copy of any written partnership agreement and certificate of limited partnership and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the partnership agreement and any certificate and all amendments thereto have been executed;   True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each became a partner; and   Other information regarding the affairs of the limited partnership as is just and reasonable.     A general partner shall have the right to keep confidential from limited partners for such period of time as the general partner deems reasonable, any information which the general partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the general partner in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential.   A limited partnership may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.   Any demand under this section shall be in writing and shall state the purpose of such demand.   Any action to enforce any right arising under this section shall be brought in a court of record.
TN Code § 61-2-401 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 4 - General Partners|§ 61-2-401. Additional Partners

 After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the approval of all partners.
TN Code § 61-2-403 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 4 - General Partners|§ 61-2-403. Rights and Powers — Liabilities

  Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.   Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
TN Code § 61-2-404 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 4 - General Partners|§ 61-2-404. Contributions — Share of Profits, Etc

 A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner, and, except as provided in the partnership agreement, also has the rights and powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
TN Code § 61-2-405 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 4 - General Partners|§ 61-2-405. Discharge of Duties — Liability

  A general partner shall discharge his duties as a partner, including his duties as a member of a committee:  In good faith;   With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and   In a manner he reasonably believes to be in the best interest of the partnership.     In discharging his duties, a general partner is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:  One (1) or more officers or employees of the partnership whom the general partner reasonably believes to be reliable and competent in the matters presented;   Legal counsel, public accountants or other persons as to matters the general partner reasonably believes are within the person's professional or expert competence; or   A committee of the partners of which he is not a member, if the general partner reasonably believes the committee merits confidence.     The general partner is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.   A general partner is not liable for any action taken as a partner, or any failure to take any action, if he performed the duties of his office in compliance with this section.
TN Code § 61-2-406 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 4 - General Partners|§ 61-2-406. Conflict of Interest

  A conflict of interest transaction is a transaction with the partnership in which a general partner of the partnership has a direct or indirect interest. A conflict of interest transaction is not voidable by the partnership solely because of the general partner's interest in the transaction if any one (1) of the following is true:  The material facts of the transaction and the general partner's interest were disclosed or known to all the general partners and the transaction is authorized, approved or ratified by the affirmative vote of a majority of the general partners who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved or ratified under this section by a single general partner;   The material facts of the transaction and the general partner's interest were disclosed or known to a committee of not less than three (3) partners, none of whom have a direct or indirect interest in the transaction, and such committee authorized, approved or ratified the transaction;   The material facts of the transaction and the general partner's interest were disclosed or known to all disinterested partners and a majority of such disinterested partners authorized, approved or ratified the transaction; or   The transaction was fair to the partnership.     For purposes of this section, a general partner of the partnership has an indirect interest in a transaction if, but not only if, another entity in which he has a material financial interest or of which he is a director, officer, trustee or partner is a party to the transaction.   For purposes of subdivision (a)(3), votes of partners who have a direct or indirect interest in a transaction or votes of those under the control of an entity described in subsection (b), may not be counted in a vote of partners to determine whether to authorize, approve or ratify a conflict of interest transaction under subdivision (a)(3). The votes of those partners, however, shall be counted in determining whether the transaction is approved under other sections of this title. A majority of the partners, whether or not present, that are entitled to vote on the transaction under this subsection (c) constitutes a quorum for the purpose of taking action under this section.
TN Code § 61-2-501 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 5 - Contribution|§ 61-2-501. Form

 The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
TN Code § 61-2-502 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 5 - Contribution|§ 61-2-502. Obligation of Partner — Failure to Contribute

  Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the agreed value (as stated in the records of the limited partnership) of the contribution that has not been made. The foregoing option 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 against such partner under the partnership agreement or applicable law.   Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit after the entering into of a partnership agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution or return. A conditional obligation of a partner to make a contribution or return money or other property to a limited partnership may not be enforced unless the conditions to the obligation have been satisfied or waived as to or by such partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership or a general partner prior to the time the call occurs.   A partnership agreement may provide that the interest of any partner who fails to make any contribution that he is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of:  Reducing or eliminating the defaulting partner's proportionate interest in the limited partnership;   Subordinating his partnership interest to that of nondefaulting partners;   A forced sale of his partnership interest;   Forfeiture of his partnership interest;   The lending by other partners of the amount necessary to meet his commitment;   A fixing of the value of his partnership interest by appraisal or by formula and redemption or sale of his partnership interest at such value; or   Other penalty or consequence.
TN Code § 61-2-503 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 5 - Contribution|§ 61-2-503. Allocation of Profits and Losses

 The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.
TN Code § 61-2-504 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 5 - Contribution|§ 61-2-504. Allocation of Distributions

 Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distribution shall be made on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.
TN Code § 61-2-601 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 6 - Distributions and Withdrawal|§ 61-2-601. Interim Distributions

 Except as provided in this part, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
TN Code § 61-2-602 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 6 - Distributions and Withdrawal|§ 61-2-602. Withdrawal of General Partner

 A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him, in addition to any remedies otherwise available under applicable law.
TN Code § 61-2-603 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 6 - Distributions and Withdrawal|§ 61-2-603. Withdrawal of Limited Partner

 A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement.
TN Code § 61-2-604 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 6 - Distributions and Withdrawal|§ 61-2-604. Distribution Upon Withdrawal

 Except as provided in this part, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the partnership agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.
TN Code § 61-2-605 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 6 - Distributions and Withdrawal|§ 61-2-605. Distribution in Kind

 Except as provided in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset, which is equal to the percentage in which he shares in distributions from the limited partnership.
TN Code § 61-2-606 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 6 - Distributions and Withdrawal|§ 61-2-606. Right to Distribution

 Subject to §§ 61-2-607 and 61-2-804, and unless otherwise provided in the partnership agreement, at the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. A partnership agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited partnership.
TN Code § 61-2-607 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 6 - Distributions and Withdrawal|§ 61-2-607. Limitations on Distribution

  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 partnership interests and liabilities for which the recourse of creditors is limited to specified property of the limited partnership, exceed the fair value of the assets of the limited partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability.   A limited partner who receives a distribution in violation of subsection (a), and who knew at the time of the distribution that the distribution violated subsection (a), shall be liable to the limited partnership for the amount of the distribution. A limited partner who receives a distribution in violation of subsection (a), and who did not know at the time of the distribution that the distribution violated subsection (a), shall not be liable for the amount of the distribution. Subject to subsection (c), this subsection (b) shall not affect any obligation or liability of a limited partner under a partnership agreement or other applicable law for the amount of a distribution.   Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
TN Code § 61-2-608 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 6 - Distributions and Withdrawal|§ 61-2-608. Priority Between Limited Partners

 Where there are several limited partners, the members may agree that one (1) or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made, it shall be stated in the partnership agreement, and in the absence of such a statement, all the limited partners shall stand upon equal footing.