10A-9A-1.10
Section 10A-9A-1.10 Partnership agreement; effect on third parties and relationship to writings
effective on behalf of limited partnership. (a) If a partnership agreement provides for the
manner in which it may be amended, including by requiring the approval of a person who is
not a party to the partnership agreement or the satisfaction of conditions, it may be amended
only in that manner or as otherwise permitted by law, except that the approval of any person
may be waived by that person and any conditions may be waived by all persons for whose benefit
those conditions were intended. (b) A partnership agreement may provide rights to any person,
including a person who is not a party to the partnership agreement, to the extent set forth
in the partnership agreement. (c) The obligations of a limited partnership and its partners
to a person in the person's capacity as a transferee or dissociated partner are governed by
the partnership agreement. A transferee and a dissociated partner are...
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10A-2A-13.01
Section 10A-2A-13.01 Definitions. Notwithstanding Chapter 1, in this Article 13: (1) "Affiliate"
means a person that directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with another person or is a senior executive of
that person. For purposes of Section 10A-2A-13.02(b)(4), a person is deemed to be an affiliate
of its senior executives. (2) "Corporation" means the corporation that is the issuer
of the stock held by a stockholder demanding appraisal and, for matters covered in Section
10A-2A-13.22 through Section 10A-2A-13.31, includes the surviving organization of a merger.
(3) "Fair value" means the value of the corporation's stock determined: (i) immediately
before the effectiveness of the corporate action to which the stockholder objects; (ii) using
customary and current valuation concepts and techniques generally employed for similar businesses
in the context of the transaction requiring appraisal; and (iii) without...
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10A-9A-3.01
Section 10A-9A-3.01 Admission of limited partner. (a) The initial limited partner or limited
partners of a limited partnership are admitted as a limited partner or limited partners upon
the formation of the limited partnership. (b) After formation, a person is admitted as a limited
partner of the limited partnership: (1) as provided in the partnership agreement; (2) as the
result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter
1; (3) with the consent of all the partners; or (4) as provided in Section 10A-9A-8.01(d)
or (e). (c) A person may be admitted as a limited partner without: (1) acquiring a transferable
interest; or (2) making or being obligated to make a contribution to the limited partnership.
(Act 2016-379, §1.)...
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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...
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13A-3-23
Section 13A-3-23 Use of force in defense of a person. (a) A person is justified in using physical
force upon another person in order to defend himself or herself or a third person from what
he or she reasonably believes to be the use or imminent use of unlawful physical force by
that other person, and he or she may use a degree of force which he or she reasonably believes
to be necessary for the purpose. A person may use deadly physical force, and is legally presumed
to be justified in using deadly physical force in self-defense or the defense of another person
pursuant to subdivision (5), if the person reasonably believes that another person is: (1)
Using or about to use unlawful deadly physical force. (2) Using or about to use physical force
against an occupant of a dwelling while committing or attempting to commit a burglary of such
dwelling. (3) Committing or about to commit a kidnapping in any degree, assault in the first
or second degree, burglary in any degree, robbery in any...
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5-25-9
Section 5-25-9 Maintenance and examination of records, etc. (a) Any person required to be licensed
under this chapter shall maintain in its offices or such other location as the department
shall permit the books, accounts, and records as the department may reasonably require in
order to determine whether the person is complying with this chapter and rules and regulations
adopted pursuant to this chapter. These books, accounts, and records shall be maintained apart
and separate from any other business in which the person is involved. (b) The department may,
by its designated officers and employees, as often as it deems necessary, but at least once
every 24 months, investigate and examine the affairs, business, premises, and records of any
person required to be licensed under this chapter insofar as they pertain to any business
for which a license is required by this chapter. (c) The department, at its discretion, may:
(1) Cause an examination to be made at the licensee's place of...
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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-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...
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8-19-10
Section 8-19-10 Private right of action. (a) Any person who commits one or more of the acts
or practices declared unlawful under this chapter and thereby causes monetary damage to a
consumer, and any person who commits one or more of the acts or practices declared unlawful
in subdivisions (19) and (20) of Section 8-19-5 and thereby causes monetary damage to another
person, shall be liable to each consumer or other person for: (1) Any actual damages sustained
by such consumer or person, or the sum of $100, whichever is greater; or (2) Up to three times
any actual damages, in the court's discretion. In making its determination under this subsection,
the court shall consider, among other relevant factors, the amount of actual damages awarded,
the frequency of the unlawful acts or practices, the number of persons adversely affected
thereby, and the extent to which the unlawful acts or practices were committed intentionally;
and (3) In the case of any successful action or counterclaim to...
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8-19-14
Section 8-19-14 Statute of limitations. No action may be brought under this chapter more than
one year after the person bringing the action discovers or reasonably should have discovered
the act or practice which is the subject of the action, but in no event may any action be
brought under this chapter more than four years from the date of the transaction giving rise
to the cause of action unless the contract or warranty is for more than three years. If the
contract or warranty is for more than three years, no action may be brought more than one
year from the expiration date of the contract or warranty or more than one year after the
person bringing the action discovered or reasonably should have discovered the act or practice
which is the subject of the action, whichever occurs first. (Acts 1981, No. 81-355, p. 510,
§14.)...
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