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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires,
the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under
common control with another person. An affiliate of an individual includes the spouse, or
a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or
spouse of any thereof, of the individual, or an individual having the same home as the individual,
or a trust or estate of which an individual specified in this sentence is a substantial beneficiary;
a trust, estate, incompetent, conservatee, protected person, or minor of which the individual
is a fiduciary; or an entity of which the individual is director, general partner, agent,
employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When
used to indicate a relationship with: (A) a domestic or foreign entity for which the person
is: (i) an officer or governing person; or (ii) a beneficial...
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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...
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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...
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35-8A-304
Section 35-8A-304 Transfer of special declarant rights. (a) No special declarant right specified
in Section 35-8A-103(24) created or reserved under this chapter may be transferred except
by an instrument evidencing the transfer recorded in every county in which any portion of
the condominium is located. The instrument is not effective unless executed by the transferor
and the transferee in the same formality as a conveyance of real property. (b) Upon transfer
of any special declarant right, the liability of a transferor declarant is as follows: (1)
A transferor is not relieved of any obligation or liability arising before the transfer and
remains liable for warranty obligations imposed upon him or her by this chapter. Lack of privity
does not deprive any unit owner of standing to maintain an action to enforce any obligation
of the transferor. (2) If a successor to any special declarant right is an affiliate of a
declarant specified in Section 35-8A-103(1), the transferor is jointly and...
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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-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (a) "Certificate of
formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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10A-5A-6.02
Section 10A-5A-6.02 Event causing dissociation. A person is dissociated as a member from a
limited liability company when any of the following occurs: (a) the limited liability company
has notice of the person's express will to dissociate as a member, except that if the person
specifies a dissociation date later than the date the limited liability company had notice,
then the person is dissociated as a member on that later date; (b) an event stated in the
limited liability company agreement as causing the person's dissociation occurs; (c) the person
is expelled as a member pursuant to the limited liability company agreement; (d) the person
is expelled as a member by the unanimous consent of the other members if: (1) it is unlawful
to carry on the limited liability company's activities and affairs with the person as a member;
(2) there has been a transfer of all of the person's transferable interest other than a transfer
for security purposes; (3) the person is an organization and,...
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10A-9A-6.05
Section 10A-9A-6.05 Effect 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...
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45-2-22.02
Section 45-2-22.02 Definitions. (a) The following words or phrases, or the plural thereof,
whenever they appear in this part, unless the context clearly requires otherwise, shall have
the meaning ascribed to them in this section: (1) AGREEMENT. Any agreement between a wholesaler
and a supplier, whether oral or written, whereby a wholesaler is granted the right to purchase
and sell a brand or brands of wine sold by a supplier. (2) ANCILLARY BUSINESS. A business
owned by a wholesaler, or by a substantial partner of a wholesaler, the primary business of
which is directly related to the transporting, storing, or marketing of the brand or brands
of wine of a supplier with whom the wholesaler has an agreement; or a business owned by a
wholesaler, a substantial stockholder of a wholesaler, or a substantial partner of a wholesaler
which recycles empty beverage containers. (3) DESIGNATED MEMBER. The spouse, child, grandchild,
parent, brother, or sister of a deceased individual who owned an...
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45-37-21.03
Section 45-37-21.03 Definitions. (a) The following words or phrases, or the plural thereof,
whenever they appear in this part, unless the context clearly requires otherwise, shall have
the meaning ascribed to them in this section: (1) AGREEMENT. Any agreement between a wholesaler
and a supplier, whether oral or written, whereby a wholesaler is granted the right to purchase
and sell a brand or brands of wine sold by a supplier. (2) ANCILLARY BUSINESS. A business
owned by a wholesaler, or by a substantial partner of a wholesaler, the primary business of
which is directly related to the transporting, storing, or marketing of the brand or brands
of wine of a supplier with whom the wholesaler has an agreement; or a business owned by a
wholesaler, a substantial stockholder of a wholesaler, or a substantial partner of a wholesaler
which recycles empty beverage containers. (3) DESIGNATED MEMBER. The spouse, child, grandchild,
parent, brother, or sister of a deceased individual who owned an...
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