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10A-9A-8.04
Section 10A-9A-8.04 Power of general partner and person dissociated as general partner to bind
partnership after dissolution. (a) A limited partnership is bound by a general partner's act
after dissolution which: (1) is appropriate for winding up the limited partnership's activities
and affairs; or (2) would have bound the limited partnership under Section 10A-9A-4.02 before
dissolution, if, at the time the other party enters into the transaction, the other party
does not have notice of the dissolution. (b) A person dissociated as a general partner binds
a limited partnership through an act occurring after dissolution only if: (1) at the time
the other party enters into the transaction the other party does not have notice of the dissociation
and reasonably believes that the person is a general partner; and (2) the act: (A) is appropriate
for winding up the limited partnership's activities and affairs; or (B) would have bound the
limited partnership under Section 10A-9A-4.02 before...
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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-9A-8.02
Section 10A-9A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved
limited partnership continues its existence as a limited partnership but may not carry on
any activities and affairs except as is appropriate to wind up and liquidate its activities
and affairs, including: (1) collecting its assets; (2) disposing of its properties that will
not be distributed in kind to persons owning transferable interests; (3) discharging or making
provisions for discharging its liabilities; (4) distributing its remaining property in accordance
with Section 10A-9A-8.09; and (5) doing every other act necessary to wind up and liquidate
its activities and affairs. (b) In winding up its activities and affairs, a limited partnership
may: (1) deliver for filing a statement of dissolution to the Secretary of State setting forth:
(A) The name of the limited partnership; (B) The unique identifying number or other designation
as assigned by the Secretary of State; (C) That the...
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10A-8A-6.01
Section 10A-8A-6.01 Events causing partner's dissociation. A person is dissociated from a partnership
as a partner upon the occurrence of any of the following events: (1) the partnership has notice
of the person's express will to dissociate as a partner, except that if the person specifies
a dissociation date later than the date the partnership had notice, then the person is dissociated
as a partner on that later date; (2) an event stated in the partnership agreement as causing
the person's dissociation as a partner occurs; (3) the person is expelled as a partner pursuant
to the partnership agreement; (4) the person is expelled as a partner by the unanimous consent
of the other partners if: (A) it is unlawful to carry on the partnership's business or not
for profit activity with the person as a partner; (B) there has been a transfer of all of
the person's transferable interest in the partnership, other than a transfer for security
purposes; (C) the person is an organization and, within...
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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-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-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...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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11-65-19
Section 11-65-19 Review of application for operator's license. (a) A commission shall promptly
consider any application for the issuance or transfer of an operator's license submitted to
it and shall grant or deny the issuance or transfer of such license based on all information
before it, including the results of investigations it deems appropriate. A commission shall
deny a license to any applicant unless it finds as follows: (1) That such applicant is a business
entity, whether a corporation, partnership, or other kind of organization, possessing the
organizational substance, financial soundness, managerial capability, and business experience
with racing and pari-mutuel wagering operations, or with businesses requiring similar managerial
experience and skill, that, in the reasonable judgment of the commission, are necessary to
conduct horse racing and pari-mutuel wagering thereon or greyhound racing and pari-mutuel
wagering thereon, as the case may be, at the location for which an...
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10A-1-2.11
Section 10A-1-2.11 General powers. Except as otherwise provided by this title, and whether
or not expressly stated in its governing documents, a domestic entity has the same powers
as an individual to take action necessary or convenient to carry out its business and affairs.
Except as otherwise provided by this title or the governing documents of the entity, the powers
of a domestic entity include the power to: (1) sue, be sued, complain and defend suit in its
entity name; (2) have and alter a seal and use the seal or a facsimile of it by impressing,
affixing, or reproducing it; (3) purchase, lease, or otherwise acquire, receive, own, hold,
improve, use, and deal in and with property or an interest in property; (4) sell, convey,
mortgage, pledge, lease, exchange, and otherwise dispose of property; (5) make contracts and
guaranties; (6) incur liabilities, borrow money, issue notes, bonds, and other obligations
which may be convertible into or include the option to purchase other...
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