10A-9A-8.13
Section 10A-9A-8.13 Effect of reinstatement. (a) Subject to subsection (b), upon reinstatement,
the limited partnership shall be deemed for all purposes to have continued its activities
and affairs as if dissolution had never occurred; and each right inuring to, and each debt,
obligation, and liability incurred by, the limited partnership after the dissolution shall
be determined as if the dissolution had never occurred. (b) The rights of persons acting in
reliance on the dissolution before those persons had notice of the reinstatement shall not
be adversely affected by the reinstatement. (Act 2016-379, §1.)...
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7-7-210
Section 7-7-210 Enforcement of warehouse's lien. (a) Except as otherwise provided in subsection
(b), a warehouse's lien may be enforced by public or private sale of the goods, in bulk or
in packages, at any time or place and on any terms that are commercially reasonable, after
notifying all persons known to claim an interest in the goods. The notification must include
a statement of the amount due, the nature of the proposed sale, and the time and place of
any public sale. The fact that a better price could have been obtained by a sale at a different
time or in a method different from that selected by the warehouse is not of itself sufficient
to establish that the sale was not made in a commercially reasonable manner. The warehouse
sells in a commercially reasonable manner if the warehouse sells the goods in the usual manner
in any recognized market therefor, sells at the price current in that market at the time of
the sale, or otherwise sells in conformity with commercially reasonable...
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10A-1-2.13
Section 10A-1-2.13 Power to make guaranties. (a) In this section, "guaranty" means
a mortgage, pledge, security agreement, or other agreement making the domestic entity or its
assets secondarily liable for another person's contract, security, or other obligation. (b)
Unless otherwise provided by its governing documents or this title, a domestic entity may:
(1) make a guaranty on behalf of a parent, subsidiary, or affiliate of the entity; or (2)
make a guaranty of the indebtedness of another person if the guaranty may reasonably be expected
directly or indirectly to benefit the entity. (c) For purposes of subsection (b)(2), a decision
by the governing authority of the domestic entity that a guaranty may reasonably be expected
to benefit the entity is conclusive and not subject to attack by any person, except: (1) a
guaranty may not be enforced by a person who participated in a fraud on the domestic entity
resulting in the making of the guaranty or by a person who had notice of that...
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10A-1-6.22
enterprise may indemnify a governing person, former governing person, or delegate against a
judgment, penalty, settlement, or fine, including an excise or similar tax or an excise tax
assessed against the person regarding an employee benefit plan, and against reasonable expenses
actually incurred by the person in connection with a proceeding. (b) Indemnification under
this chapter of a person who is found liable to the enterprise or is found liable because
the person improperly received a personal benefit: (1) is limited to reasonable expenses
actually incurred by the person in connection with the proceeding; and (2) may not be made
in relation to a proceeding in which the person has been found liable for: (A) willful or
intentional misconduct in the performance of the person's duty to the enterprise; (B) breach
of the person's duty of loyalty owed to the enterprise; or (C) an act or omission not committed
in good faith that constitutes a breach of a duty owed by the person to the...
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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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41-10-495
Section 41-10-495 Members; directors; quorum; vacancies; salaries; officers. The applicants
named in the application and their respective successors in office shall constitute the members
of the authority. The members shall be eligible to succeed themselves. The members of the
authority shall constitute all the members of the board of directors of the authority, which
shall be the governing body of the authority. A majority of the members of the said board
of directors shall constitute a quorum for the transaction of business. No member, officer
or director of the authority shall draw any salary for any service he may render or for any
duty he may perform in connection with the authority, but may be reimbursed by the authority
for reasonable expenses incurred in carrying out the business of the authority. No member,
officer, director or employee of the authority shall be personally liable for any debt, obligation
or liability of the authority. The Finance Director shall serve as...
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10A-8A-1.06
Section 10A-8A-1.06 Governing law. (a) Except as otherwise provided in subsections (b), (c),
and (d) of this section, the law of the jurisdiction in which the partnership has its principal
office governs the partnership agreement and the relations among the partners and between
the partners and the partnership. (b) The law of this state governs the (i) internal affairs
of a limited liability partnership, including the relations among the partners and between
the partners and the partnership, (ii) the liability of a partner as a partner for the debts,
obligations, or other liabilities of a limited liability partnership, and (iii) the authority
of the partners of a limited liability partnership. (c) The law of the jurisdiction in which
a foreign limited liability partnership has filed its statement of limited liability partnership
or similar writing governs the (i) internal affairs of that foreign limited liability partnership,
including the relations among the partners and between the...
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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...
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10A-8A-7.01
Section 10A-8A-7.01 Purchase of transferable interest of a person dissociated as a partner.
(a) If a person is dissociated as a partner from a partnership without resulting in a dissolution
and winding up of the partnership business or not for profit activity under Section 10A-8A-8.01,
the partnership shall cause that person's transferable interest in the partnership owned by
that person at the time of dissociation to be purchased for a buyout price determined pursuant
to subsection (b). (b) The buyout price of the transferable interest owned by the person at
the time of dissociation as a partner is an amount equal to the fair value of that person's
transferable interest as of the date of dissociation. Interest on the buyout price must be
paid from the date of dissociation to the date of payment. (c) Damages for wrongful dissociation
under Section 10A-8A-6.02(b) and (c), and all other amounts owing, whether or not presently
due, from the person dissociated as a partner to the...
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32-9A-2
including, but not limited to, training in current federal motor carrier safety regulations,
safety inspection procedures, and out-of-service criteria. The annual training requirements
shall be designated and specified by the director. An officer qualified under this section
to make an arrest or issue a citation pursuant to subdivision (3) may arrest or issue a citation
to the driver of a commercial motor vehicle without a warrant and without witnessing the violation
personally if, upon personal investigation, the officer has reasonable cause to believe
that a violation has occurred. (b) Notwithstanding subsection (a) or any other provision of
law to the contrary: (1) Amendments to the hours of service regulations promulgated by the
U.S. Department of Transportation at 68 Federal Register 22456, April 28, 2003 and effective
June 27, 2003, shall not apply to utility service vehicles as defined at 49 C.F.R. §395.2,
not including television cable or community antenna service...
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