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10A-8A-6.01
Section 10A-8A-6.01 Events causing partner's dissociation. A person is dissociated from a partnership
as a partner upon the occurrence of any of the following events: (1) the partnership has notice
of the person's express will to dissociate as a partner, except that if the person specifies
a dissociation date later than the date the partnership had notice, then the person is dissociated
as a partner on that later date; (2) an event stated in the partnership agreement as causing
the person's dissociation as a partner occurs; (3) the person is expelled as a partner pursuant
to the partnership agreement; (4) the person is expelled as a partner by the unanimous consent
of the other partners if: (A) it is unlawful to carry on the partnership's business or not
for profit activity with the person as a partner; (B) there has been a transfer of all of
the person's transferable interest in the partnership, other than a transfer for security
purposes; (C) the person is an organization and, within...
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10A-9A-6.01
Section 10A-9A-6.01 Dissociation as a limited partner. (a) A person does not have a right to
dissociate as a limited partner before the dissolution and winding up of the limited partnership.
(b) A person is dissociated from a limited partnership as a limited partner upon the occurrence
of any of the following events: (1) an event stated in the partnership agreement as causing
the person's dissociation as a limited partner; (2) the person is expelled as a limited partner
pursuant to the partnership agreement; (3) the person is expelled as a limited partner by
the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited
partnership's activities and affairs with the person as a limited partner; (B) there has been
a transfer of all of the person's transferable interest in the limited partnership, other
than a transfer for security purposes; (C) the person is an organization and, within 90 days
after the limited partnership notifies the person that it will be...
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10A-8A-8.01
Section 10A-8A-8.01 Events of dissolution. A partnership is dissolved, and its business or
not for profit activity must be wound up, upon the occurrence of the first of the following
events: (1) in a partnership at will, the partnership knows or has notice of a person's express
will to dissociate as a partner, other than a partner that has dissociated under Section 10A-8A-6.01(2)
through (10), but, if the person has specified a dissociation date later than the date the
partnership knew or had notice, on the later date; (2) in a partnership for a definite term
or particular undertaking: (i) within 90 days after a partner's dissociation by death or otherwise
under Section 10A-8A-6.01(6) through (10), or a partner's wrongful dissociation under Section
10A-8A-6.02(b), at least half of the remaining partners affirmatively consent to dissolve
the partnership and wind up the partnership business or not for profit activity, for which
purpose a partner's rightful dissociation pursuant to...
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10A-8A-1.02
Section 10A-8A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (1) "Business"
includes every trade, occupation, and profession for profit. (2) "Disqualified person"
means any person who is not a qualified person. (3) "Distribution" except as otherwise
provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership
to another person on account of a transferable interest. (4) "Foreign limited liability
partnership" means a foreign partnership whose partners have limited liability for the
debts, obligations, or other liabilities of the foreign partnership under a provision similar
to Section 10A-8A-3.06(c). (5) "Foreign partnership" means a partnership governed
by the laws of a jurisdiction other than this state which would be a partnership if governed
by the laws of this state. The term includes a foreign limited liability partnership. (6)
"Limited liability...
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10A-9A-1.02
Section 10A-9A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (1) "CERTIFICATE OF
FORMATION" with respect to a limited partnership means the certificate of formation required
by Section 10A-9A-2.01, and the certificate of formation as amended or restated. (2) "DISTRIBUTION"
except as otherwise provided in Section 10A-9A-5.08(f), means a transfer of money or other
property from a limited partnership to another person on account of a transferable interest.
(3) "FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP" means a foreign limited partnership
whose general partners have limited liability for the obligations of the foreign limited partnership
under a provision similar to Section 10A-9A-4.04(c). (4) "FOREIGN LIMITED PARTNERSHIP"
means a partnership formed under the laws of a jurisdiction other than this state and required
by those laws to have one or more general partners and one or more...
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28-9-4
Section 28-9-4 Prohibited acts - Suppliers. A supplier is prohibited from doing the following:
(1) Fail to provide each wholesaler of the supplier's brand or brands with a written agreement
which contains in total the supplier's agreement with each wholesaler, and designates a specific
exclusive sales territory. Any agreement which is in existence on March 3, 1988, shall be
renewed consistent with this chapter; provided, that this chapter may be incorporated by reference
in the agreement. Provided, however, nothing contained herein shall prevent a supplier from
appointing, one time for a period not to exceed 90 days, a wholesaler to temporarily service
a sales territory not designated to another wholesaler, until such time as a wholesaler is
appointed by the supplier; and such wholesaler who is designated to service the sales territory
during this period of temporary service shall not be in violation of the chapter, and, with
respect to the temporary service territory, shall not have...
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45-2-22.04
Section 45-2-22.04 Prohibited activities - Supplier. A supplier is prohibited from doing the
following: (1) Fail to provide each wholesaler of the supplier's brand or brands with a written
agreement which contains in total the supplier's agreement with each wholesaler, and designates
a specific exclusive sales territory. Any agreement which is in existence on April 19, 2004,
shall be renewed consistent with this part; provided, that this part may be incorporated by
reference in the agreement. Provided, however, nothing contained herein shall prevent a supplier
from appointing, one time for a period not to exceed 90 days, a wholesaler to temporarily
service a sales territory not designated to another wholesaler, until such time as a wholesaler
is appointed by the supplier; and such wholesaler who is designated to service the sales territory
during this period of temporary service shall not be in violation of this part, and, with
respect to the temporary service territory, shall not have...
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45-37-21.05
Section 45-37-21.05 Prohibited activities - Supplier. A supplier shall not: (1) Fail to provide
each wholesaler of the brand or brands of the supplier with a written agreement which contains
in total the agreement of the supplier with each wholesaler, and designates a specific exclusive
sales territory. Any agreement which is in existence on May 22, 2013, shall be renewed consistent
with this part; provided, that this part may be incorporated by reference in the agreement.
Provided, however, nothing contained herein shall prevent a supplier from appointing, one
time for a period not to exceed 90 days, a wholesaler to temporarily service a sales territory
not designated to another wholesaler, until such time as a wholesaler is appointed by the
supplier; and such wholesaler who is designated to service the sales territory during this
period of temporary service shall not be in violation of this part, and, with respect to the
temporary service territory, shall not have any of the rights...
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45-49-23.03
Section 45-49-23.03 Prohibited activities Supplier. A supplier is prohibited from doing the
following: (1) Failing to provide each wholesaler of the supplier's brand or brands with a
written agreement which contains in total the supplier's agreement with each wholesaler, and
designates a specific exclusive sales territory. Any agreement which is in existence on May
13, 1993, shall be renewed consistent with this part; provided, that this part may be incorporated
by reference in the agreement. Provided, however, nothing contained herein shall prevent a
supplier from appointing, one time for a period not to exceed 90 days, a wholesaler to temporarily
service a sales territory not designated to another wholesaler, until such time as a wholesaler
is appointed by the supplier; and such wholesaler who is designated to service the sales territory
during this period of temporary service shall not be in violation of this part, and, with
respect to the temporary service territory, shall not have...
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10A-5A-5.02
Section 10A-5A-5.02 Transfer of transferable interest. (a) A transfer, in whole or in part,
of a transferable interest: (1) is permissible; (2)(A) does not by itself cause a member to
cease to be a member of the limited liability company; and (B) does not by itself cause a
member to cease to be associated with a series of the limited liability company; (3) does
not by itself cause a dissolution and winding up of the limited liability company, or a series
thereof; and (4) subject to Section 10A-5A-5.04, does not entitle the transferee to: (A) participate
in the direction or oversight of the activities and affairs of the limited liability company,
or a series thereof; or (B) have access to records or other information concerning the activities
and affairs of the limited liability company, or a series thereof. (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...
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