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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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7-8-105
Section 7-8-105 Notice of adverse claim. (a) A person has notice of an adverse claim if: (1)
the person knows of the adverse claim; (2) the person is aware of facts sufficient to indicate
that there is a significant probability that the adverse claim exists and deliberately avoids
information that would establish the existence of the adverse claim; or (3) the person has
a duty, imposed by statute or regulation, to investigate whether an adverse claim exists,
and the investigation so required would establish the existence of the adverse claim. (b)
Having knowledge that a financial asset or interest therein is or has been transferred by
a representative imposes no duty of inquiry into the rightfulness of a transaction and is
not notice of an adverse claim. However, a person who knows that a representative has transferred
a financial asset or interest therein in a transaction that is, or whose proceeds are being
used, for the individual benefit of the representative or otherwise in breach...
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10A-9A-4.01
Section 10A-9A-4.01 Admission of general partner. (a) Upon formation of a limited partnership,
a person is admitted as a general partner as agreed among the persons that are to be the initial
partners. (b) After formation of a limited partnership, a person is admitted as a general
partner: (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(c) or (e). (c) A person may
be admitted as a general partner without: (1) acquiring a transferable interest; or (2) making
or being obligated to make a contribution to the partnership. (Act 2016-379, ยง1.)...
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10A-8A-7.02
Section 10A-8A-7.02 Power to bind and liability of person dissociated as a partner. (a) For
one year after a person dissociates as a partner without resulting in a dissolution and winding
up of the partnership business or not for profit activity, the partnership, including a surviving
partnership or other surviving entity under Article 9 of this chapter and Article 8 of Chapter
1, is bound by an act of the person dissociated as a partner which would have bound the partnership
under Section 10A-8A-3.01 before dissociation only if at the time of entering into the transaction
the other party: (1) reasonably believed that the person dissociated as a partner was then
a partner and reasonably relied on such belief in entering into the transaction; (2) did not
have notice of the person's dissociation as a partner; and (3) is not deemed to have had knowledge
or notice under Section 10A-8A-1.03. (b) A person dissociated as a partner is liable to the
partnership for any damage caused to the...
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10A-9A-4.04
Section 10A-9A-4.04 General partner's liability. (a) Except as otherwise provided in subsections
(b) and (c), all general partners are liable jointly and severally for all debts, obligations,
and liabilities of the limited partnership unless otherwise agreed by the claimant or provided
by law. (b) A person that becomes a general partner of an existing limited partnership is
not personally liable for any debt, obligation, or liability of a limited partnership incurred
before the person became a general partner. (c) A debt, obligation, or liability of a limited
partnership incurred while the limited partnership is a limited liability limited partnership,
whether arising in contract, tort, or otherwise, is solely the debt, obligation, or liability
of the limited partnership. A general partner of a limited liability limited partnership is
not personally liable, directly or indirectly, by way of indemnification, contribution, assessment
or otherwise, for such a debt, obligation, or...
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10A-9A-4.07
Section 10A-9A-4.07 Right of general partner and former general partner to information. Notwithstanding
Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a general partner, without
having any particular purpose for seeking the information, may inspect and copy during regular
business hours at a reasonable location specified by the limited partnership, required information
and any other records maintained by the limited partnership regarding the limited partnership's
activities and affairs and financial condition. (b) Subject to subsection (f), each general
partner and the limited partnership shall furnish to a general partner: (1) without demand,
any information concerning the limited partnership's activities and affairs and activities
and affairs reasonably required for the proper exercise of the general partner's rights and
duties under the partnership agreement or this chapter; and (2) on demand, any other information
concerning the limited partnership's activities...
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10A-5-3.03
Section 10A-5-3.03 Agency power of members and managers; duties. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in subsection (b),
every member is an agent of the limited liability company for the purpose of its business
or affairs, and the act of any member, including, but not limited to, the execution in the
name of the limited liability company of any instrument, for apparently carrying on in the
usual way the business or affairs of the limited liability company binds the limited liability
company, unless the member so acting has, in fact, no authority to act for the limited liability
company in the particular matter and the person with whom the member is dealing has knowledge
of the fact that the member has no such authority. (b) If the certificate of formation provides
that management of the limited liability company is vested in a manager or managers, both
of the following conditions apply: (1) No member, acting solely in...
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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-8A-7.03
Section 10A-8A-7.03 Liability of person dissociated as a partner to other persons. (a) A person's
dissociation as a partner does not of itself discharge that person's liability for a partnership
obligation incurred before dissociation. A person dissociated as a partner is not liable for
a partnership obligation incurred after dissociation, except as provided in subsection (b).
(b) A person that dissociates as a partner without resulting in a dissolution and winding
up of the partnership business or not for profit activity is liable as a partner to the other
party in a transaction entered into by the partnership, or a surviving partnership or other
surviving entity under Article 9 of this chapter or Article 8 of Chapter 1, within one year
after the partner's dissociation, only if the partner is liable for the obligation under Section
10A-8A-3.06 and at the time of entering into the transaction the other party: (1) reasonably
believed that the person dissociated as a partner was then a...
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7-9A-321
Section 7-9A-321 Licensee of general intangible and lessee of goods in ordinary course of business.
(a) "Licensee in ordinary course of business." In this section, "licensee in
ordinary course of business" means a person that becomes a licensee of a general intangible
in good faith, without knowledge that the license violates the rights of another person in
the general intangible, and in the ordinary course from a person in the business of licensing
general intangibles of that kind. A person becomes a licensee in the ordinary course if the
license to the person comports with the usual or customary practices in the kind of business
in which the licensor is engaged or with the licensor's own usual or customary practices.
(b) Rights of licensee in ordinary course of business. A licensee in ordinary course of business
takes its rights under a nonexclusive license free of a security interest in the general intangible
created by the licensor, even if the security interest is perfected and...
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