|
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.09.htm - 3K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.09.htm - 3K - Match Info - Similar pages
10A-8A-7.01
Section 10A-8A-7.01 Purchase of transferable interest of a person dissociated as a partner.
(a) If a person is dissociated as a partner from a partnership without resulting in a dissolution
and winding up of the partnership business or not for profit activity under Section
10A-8A-8.01, the partnership shall cause that person's transferable interest in the partnership
owned by that person at the time of dissociation to be purchased for a buyout price determined
pursuant to subsection (b). (b) The buyout price of the transferable interest owned by the
person at the time of dissociation as a partner is an amount equal to the fair value of that
person's transferable interest as of the date of dissociation. Interest on the buyout price
must be paid from the date of dissociation to the date of payment. (c) Damages for wrongful
dissociation under Section 10A-8A-6.02(b) and (c), and all other amounts owing, whether
or not presently due, from the person dissociated as a partner to the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-7.01.htm - 5K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/8-20-4.htm - 34K - Match Info - Similar pages
10A-9A-6.01
Section 10A-9A-6.01 Dissociation as a limited partner. (a) A person does not have a
right to dissociate as a limited partner before the dissolution and winding up of the limited
partnership. (b) A person is dissociated from a limited partnership as a limited partner upon
the occurrence of any of the following events: (1) an event stated in the partnership agreement
as causing the person's dissociation as a limited partner; (2) the person is expelled as a
limited partner pursuant to the partnership agreement; (3) the person is expelled as a limited
partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on
the limited partnership's activities and affairs with the person as a limited partner; (B)
there has been a transfer of all of the person's transferable interest in the limited partnership,
other than a transfer for security purposes; (C) the person is an organization and, within
90 days after the limited partnership notifies the person that it will be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.01.htm - 4K - 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-8A-4.10
Section 10A-8A-4.10 Right of partner and former partner to information. Notwithstanding
Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a partner, without having
any particular purpose for seeking the information, may inspect and copy during regular hours
at a reasonable location specified by the partnership, required information and any other
records maintained by the partnership regarding the partnership's business or not for profit
activity and financial condition. (b) Subject to subsection (f), each partner and the partnership
shall furnish to a partner: (1) without demand, any information concerning the partnership's
business or not for profit activity reasonably required for the proper exercise of the partner's
rights and duties under the partnership agreement or this chapter; and (2) on demand, any
other information concerning the partnership's business or not for profit activity, except
to the extent the demand or the information demanded is unreasonable or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-4.10.htm - 5K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.08.htm - 5K - Match Info - Similar pages
10A-9A-1.11
Section 10A-9A-1.11 Required information. A limited partnership shall maintain the following
information: (1) A current list of the full name and last known business or residential street
and mailing address of each partner, separately identifying the general partners, in alphabetical
order, and the limited partners, in alphabetical order. (2) Copies of the filed certificate
of formation and all amendments thereto, together with signed copies of any powers of attorney
under which any certificate of formation, amendment, or restatement has been signed. (3) Copies
of any filed statement of conversion or merger. (4) Copies of the limited partnership's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(5) Copies of the then effective partnership agreement and any amendment thereto. (6) Copies
of any financial statement of the limited partnership for the three most recent years. (7)
Copies of any writing made by the limited partnership during...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.11.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
|