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10A-8A-1.08
Section 10A-8A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except
as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a partnership or to another
partner or to another person that is a party to or is otherwise bound by a partnership agreement,
the partner's or other person's duties may be expanded or restricted or eliminated by provisions
in a written partnership agreement, but the implied contractual covenant of good faith and
fair dealing may not be eliminated. (2) A written partnership agreement may provide for the
limitation or elimination of any and all liabilities for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.08.htm - 5K - Match Info - Similar pages
10A-9A-1.08
Section 10A-9A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except
as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a limited partnership or
to another partner or to another person that is a party to or is otherwise bound by a partnership
agreement, the partner's or other person's duties may be expanded or restricted or eliminated
by provisions in a written partnership agreement, but the implied contractual covenant of
good faith and fair dealing may not be eliminated. (2) A written partnership agreement may
provide for the limitation or elimination of any and all liabilities...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.08.htm - 5K - Match Info - Similar pages
10A-5A-1.08
Section 10A-5A-1.08 Limited liability company agreement - Scope; function; and limitations.
(a) Except as otherwise provided in subsections (b) and (c): (1) the limited liability company
agreement governs relations among the members as members and between the members and the limited
liability company; and (2) to the extent the limited liability company agreement does not
otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter.
(b)(1) To the extent that, at law or in equity, a member or other person has duties, including
fiduciary duties, to the limited liability company, or to another member or to another person
that is a party to or is otherwise bound by a limited liability company agreement, the member's
or other person's duties may be expanded or restricted or eliminated by a written limited
liability company agreement, but the implied contractual covenant of good faith and fair dealing
may not be eliminated. (2) A written limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.08.htm - 5K - Match Info - Similar pages
10A-8A-4.10
Section 10A-8A-4.10 Right of partner and former partner to information. Notwithstanding
Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a partner, without having
any particular purpose for seeking the information, may inspect and copy during regular hours
at a reasonable location specified by the partnership, required information and any other
records maintained by the partnership regarding the partnership's business or not for profit
activity and financial condition. (b) Subject to subsection (f), each partner and the partnership
shall furnish to a partner: (1) without demand, any information concerning the partnership's
business or not for profit activity reasonably required for the proper exercise of the partner's
rights and duties under the partnership agreement or this chapter; and (2) on demand, any
other information concerning the partnership's business or not for profit activity, except
to the extent the demand or the information demanded is unreasonable or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-4.10.htm - 5K - Match Info - Similar pages
10A-9A-7.02
Section 10A-9A-7.02 Transfer 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-7.02.htm - 2K - Match Info - Similar pages
10A-8A-5.02
Section 10A-8A-5.02 Transfer 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 partnership; and (4) subject to Section 10A-8A-5.05, does not entitle the
transferee to: (A) participate in the management or conduct of the partnership's business
or not for profit activity; or (B) except as otherwise provided in subsection (d), have access
to required information, records, or other information concerning the partnership's business
or not for profit activity. (b) A transferee has a right: (1) to receive, in accordance with
the transfer, distributions to which the transferor would otherwise be entitled; (2) to receive
upon the dissolution and winding up of the partnership, in accordance with the transfer, the
net amount otherwise distributable to the transferor; and (3) to seek under Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-5.02.htm - 2K - Match Info - Similar pages
8-6-2
Section 8-6-2 Definitions. When used in this article, unless the context otherwise requires,
the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission. (2) AGENT. Any individual
other than a dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents an issuer
in: a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4),
(9) or (10) of Section 8-6-10; b. Effecting transactions exempted by Section
8-6-11; or c. Effecting transactions with existing employees, partners, or directors of the
issuer if no commission or other remuneration is paid or given directly or indirectly for
soliciting any person in this state. A partner, officer, or director of a dealer or issuer
is an agent if he otherwise comes within this definition. (3) DEALER. Any person engaged in
the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/8-6-2.htm - 11K - Match Info - Similar pages
8-20-4
Section 8-20-4 Unfair and deceptive trade practices. Notwithstanding the terms, provisions,
or conditions of any dealer agreement or franchise or the terms or provisions of any waiver,
prior to the termination, cancellation, or nonrenewal of any dealer agreement or franchise,
the following acts or conduct shall constitute unfair and deceptive trade practices: (1) For
any manufacturer, factory branch, factory representative, distributor, or wholesaler, distributor
branch, or distributor representative to coerce or attempt to coerce any motor vehicle dealer
to do any of the following: a. To accept, buy, or order any motor vehicle or vehicles, appliances,
equipment, parts, or accessories therefor, or any other commodity or commodities or service
or services which such motor vehicle dealer has not voluntarily ordered or requested except
items required by applicable local, state, or federal law; or to require a motor vehicle dealer
to accept, buy, order, or purchase such items in order to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/8-20-4.htm - 34K - Match Info - Similar pages
10A-8A-10.03
Section 10A-8A-10.03 Death or disqualification of partner. (a) In the case of a limited
liability partnership performing professional services, upon the death of a partner, upon
a partner becoming a disqualified person, or upon a transferable interest being transferred
by operation of law or court decree to a disqualified person, the transferable interest of
the deceased partner or of the disqualified person may be transferred to a qualified person
and, if not so transferred, subject to Section 10A-8A-4.09, shall be purchased by the
limited liability partnership as provided in this section. (b) If the price of the
transferable interest is not fixed by the partnership agreement, the limited liability partnership,
within six months after the death or 30 days after the disqualification or transfer, as the
case may be, shall make a written offer to pay to the holder of the transferable interest
a specified price deemed by the limited liability partnership to be the fair value of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-10.03.htm - 7K - Match Info - Similar pages
10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a general partner. A person is dissociated from
a limited partnership as a general partner when any of the following occurs: (1) the limited
partnership has notice of the person's express will to dissociate as a general partner, except
that if the person specifies a dissociation date later than the date the limited partnership
had notice, then the person is dissociated as a general partner on that later date; (2) an
event stated in the partnership agreement as causing the person's dissociation as a general
partner occurs; (3) the person is expelled as a general partner pursuant to the partnership
agreement; (4) the person is expelled as a general 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 general partner; (B) there has been a transfer of all of the
person's transferable interest in the limited partnership, other than a transfer for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.03.htm - 4K - Match Info - Similar pages
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