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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-5.02.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.05.htm - 2K - Match Info - Similar pages
7-9A-614
Section 7-9A-614 Contents and form of notification before disposition of collateral: Consumer-goods
transaction. In a consumer-goods transaction, the following rules apply: (1) A notification
of disposition must provide the following information: (A) the information specified in Section
7-9A-613(1); (B) a description of any liability for a deficiency of the person to which the
notification is sent; (C) a telephone number from which the amount that must be paid to the
secured party to redeem the collateral under Section 7-9A-623 is available; and (D) a telephone
number or mailing address from which additional information concerning the disposition and
the obligation secured is available. (2) A particular phrasing of the notification is not
required. (3) The following form of notification, when completed, provides sufficient information:
Name and address of secured party Date NOTICE OF OUR PLAN TO SELL PROPERTY Name and address
of any obligor who is also a debtor Subject: ___...
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10A-8A-1.03
Section 10A-8A-1.03 Knowledge and notice. (a) A person knows a fact when the person: (1) has
actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b)
A person has notice of a fact when the person: (1) knows of it; (2) receives notice of it;
(3) has reason to know the fact from all of the facts known to the person at the time in question;
or (4) is deemed to have notice of the fact under subsection (d). (c) A person notifies or
gives notice to another person by taking steps reasonably required to inform the other person
in ordinary course, whether or not the other person knows the fact. (d) A person is deemed
to have notice of a partnership's: (1) statement of partnership, 90 days after a statement
of partnership under Section 10A-8A-2.02 becomes effective; (2) statement of not for profit
partnership, 90 days after a statement of not for profit partnership under Section 10A-8A-2.02
becomes effective; (3) statement of authority, with respect to: (i)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.03.htm - 2K - Match Info - Similar pages
10A-2-8.60
Section 10A-2-8.60 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Conflicting
interest" with respect to a corporation means the interest a director of the corporation
has respecting a transaction effected or proposed to be effected by the corporation, or by
a subsidiary of the corporation or any other entity in which the corporation has a controlling
interest, if: (i) Whether or not the transaction is brought before the board of directors
of the corporation for action, the director knows at the time of commitment that he or she
or a related person is a party to the transaction or has a beneficial interest in or so closely
linked to the transaction and of the financial significance to the director or a related person
that the interest would reasonably be expected to exert an influence on the director's judgement
if the director were called upon to vote on the transaction; or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.60.htm - 3K - Match Info - Similar pages
10A-8A-3.06
Section 10A-8A-3.06 Partner's liability. (a) Except as otherwise provided in subsection (b)
or subsection (c), all partners are liable jointly and severally for all obligations of the
partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted
as a partner into an existing partnership is not personally liable for any partnership obligation
incurred before the person's admission as a partner. (c) Except as set forth in subsection
(b) of Section 10A-8A-10.02, a debt, obligation, or other liability of a partnership incurred
while the partnership is a limited liability partnership is solely the debt, obligation, or
other liability of the limited liability partnership. Except as set forth in subsection (b)
of Section 10A-8A-10.02, a partner in a limited liability partnership is not personally liable
or accountable, directly or indirectly, including by way of indemnification, contribution,
assessment, or otherwise, for debts, obligations, and liabilities of,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-3.06.htm - 2K - Match Info - Similar pages
10A-8A-8.06
Section 10A-8A-8.06 Known claims against dissolved partnership. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.21: (a) A dissolved partnership may dispose of any known claims against it by
following the procedures described in subsection (b) at any time after the effective date
of the dissolution of the partnership. (b) A dissolved partnership may give notice of the
dissolution in writing to the holder of any known claim. The notice must: (1) identify the
dissolved partnership; (2) describe the information required to be included in a claim; (3)
provide a mailing address to which the claim is to be sent; (4) state the deadline, which
may not be fewer than 120 days from the effective date of the notice, by which the dissolved
partnership must receive the claim; (5) state that if not sooner barred, the claim will be
barred if not received by the deadline; and (6) unless the partnership has been throughout
its existence a limited liability partnership, state that the barring of a claim...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.06.htm - 2K - 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-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-9A-8.06
Section 10A-9A-8.06 Known claims against dissolved limited partnership. Notwithstanding Sections
10A-1-9.01 and 10A-1-9.21: (a) A dissolved limited partnership may dispose of any known claims
against it by following the procedures described in subsection (b) at any time after the effective
date of the dissolution of the limited partnership. (b) A dissolved limited partnership may
give notice of the dissolution in a record to the holder of any known claim. The notice must:
(1) identify the dissolved limited partnership; (2) describe the information required to be
included in a claim; (3) provide a mailing address to which the claim is to be sent; (4) state
the deadline, which may not be fewer than 120 days from the effective date of the notice,
by which the dissolved partnership must receive the claim; (5) state that if not sooner barred,
the claim will be barred if not received by the deadline; and (6) unless the limited partnership
has been throughout its existence a limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.06.htm - 2K - Match Info - Similar pages
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