7-9A-628
Section 7-9A-628 Nonliability and limitation on liability of secured party; liability of secondary
obligor. (a) Limitation of liability of secured party for noncompliance with article. Unless
a secured party knows that a person is a debtor or obligor, knows the identity of the person,
and knows how to communicate with the person: (1) the secured party is not liable to the person,
or to a secured party or lienholder that has filed a financing statement against the person,
for failure to comply with this article; and (2) the secured party's failure to comply with
this article does not affect the liability of the person for a deficiency. (b) Limitation
of liability based on status as secured party. A secured party is not liable because of its
status as secured party: (1) to a person that is a debtor or obligor, unless the secured party
knows: (A) that the person is a debtor or obligor; (B) the identity of the person; and (C)
how to communicate with the person; or (2) to a secured party or...
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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...
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10A-5A-4.09
Section 10A-5A-4.09 Records to be kept; right of members and dissociated members to information.
Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Each limited liability company shall
maintain the following records: (1) A current list of the full name and last known business
or residence street address of each member. (2) A copy of the filed certificate of formation
and all amendments thereto, together with executed copies of any powers of attorney pursuant
to which any documents have been executed. (3) Copies of the limited liability company's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of the then effective limited liability company agreement including any amendments
thereto. (5) Copies of any financial statements of the limited liability company for the three
most recent years. (b) Subject to subsection (g), on 10 days' notice made in a writing received
by the limited liability company, the records set forth in...
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10A-8A-8.09
Section 10A-8A-8.09 Disposition of assets, when contributions required. Notwithstanding Section
10A-1-9.12, upon the winding up of a partnership, the assets of the partnership, including
any obligation under Sections 10A-8A-4.03, 10A-8A-4.04, and 10A-8A-4.09, and any contribution
required by this section, shall be applied as follows: (a) Payment, or adequate provision
for payment, shall be made to creditors, including, to the extent permitted by law, partners
who are creditors, in satisfaction of liabilities of the partnership. (b) After a partnership
complies with subsection (a), any surplus must be distributed: (1) first, to each person owning
a transferable interest that reflects contributions made on account of the transferable interest
and not previously returned, an amount equal to the value of the person's unreturned contributions;
and (2) then to each person owning a transferable interest in the proportions in which the
owners of transferable interests share in distributions...
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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...
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10A-9A-8.09
Section 10A-9A-8.09 Disposition of assets, when contributions required. Notwithstanding Section
10A-1-9.12, upon the winding up of a limited partnership, the assets of the limited partnership,
including any obligation under Article 5 of this chapter, and any contribution required by
this section, shall be applied as follows: (a) Payment, or adequate provision for payment,
shall be made to creditors, including, to the extent permitted by law, partners who are creditors,
in satisfaction of liabilities of the limited partnership. (b) After a limited partnership
complies with subsection (a), any surplus must be distributed: (1) first, to each person owning
a transferable interest that reflects contributions made on account of the transferable interest
and not previously returned, an amount equal to the value of the person's unreturned contributions;
and (2) then to each person owning a transferable interest in the proportions in which the
owners of transferable interests share in...
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10A-2A-8.42
Section 10A-2A-8.42 Standards of conduct for officers. Notwithstanding Division C of Article
3 of Chapter 1: (a) An officer, when performing in his or her capacity as such, has the duty
to act: (1) in good faith; (2) with the care that a person in a like position would reasonably
exercise under similar circumstances; and (3) in a manner the officer reasonably believes
to be in the best interests of the corporation. (b) The duty of an officer includes the obligation:
(1) to inform the superior officer to whom, or the board of directors or the board committee
to which, the officer reports of information about the affairs of the corporation known to
the officer, within the scope of the officer's functions, and known to the officer to be material
to that superior officer, board of directors or board committee; and (2) to inform his or
her superior officer, or another appropriate person within the corporation, or the board of
directors, or a board committee, of any actual or probable...
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10A-5A-11.06
Section 10A-5A-11.06 Event causing dissociation of a member associated with a series. A person
is dissociated as a member associated with a series when any of the following occurs: (a)
the series has notice of the person's express will to dissociate from the series, except if
the person specifies a dissociation date later than the date the series had notice, then the
person is dissociated from the series on that later date; (b) an event stated in the limited
liability company agreement as causing the person's dissociation from the series occurs; (c)
the person is dissociated as a member of the limited liability company pursuant to Section
10A-5A-6.02; (d) the person is expelled as a member associated with that series pursuant to
the limited liability company agreement; (e) the person is expelled as a member associated
with the series by the unanimous consent of the other members associated with that series
if: (1) it is unlawful to carry on the series' activities and affairs with the...
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7-7-302
Section 7-7-302 Through bills of lading and similar documents of title. (a) The issuer of a
through bill of lading, or other document of title embodying an undertaking to be performed
in part by a person acting as its agent or by a performing carrier, is liable to any person
entitled to recover on the bill or other document for any breach by the other person or the
performing carrier of its obligation under the bill or other document. However, to the extent
that the bill or other document covers an undertaking to be performed overseas or in territory
not contiguous to the continental United States or an undertaking including matters other
than transportation, this liability for breach by the other person or the performing carrier
may be varied by agreement of the parties. (b) If goods covered by a through bill of lading
or other document of title embodying an undertaking to be performed in part by a person other
than the issuer are received by that person, the person is subject, with...
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10A-9A-3.04
Section 10A-9A-3.04 Right of limited partner and former limited partner to information. Notwithstanding
the provisions of Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (g), on 10
days' demand, made in a writing received by the limited partnership, a limited partner may
inspect and copy required information during regular business hours and at a reasonable location
specified by the limited partnership. The limited partner need not have any particular purpose
for seeking the information. (b) Subject to subsection (g), during regular business hours
and at a reasonable location specified by the limited partnership, a limited partner may obtain
from the limited partnership and inspect and copy true and full information regarding the
state of the activities and affairs and financial condition of the limited partnership and
other information regarding the activities and affairs of the limited partnership as is just
and reasonable if: (1) the limited partner seeks the...
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