Code of Alabama

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8-12A-2
Section 8-12A-2 Assertion of patent infringement in bad faith. (a) A person may not assert
a claim of patent infringement in bad faith. (b) The Attorney General may investigate claims
of patent infringement alleged to have been made in bad faith and may do both of the following:
(1) Issue subpoenas to any person to appear and produce relevant papers, documents, and physical
evidence, and administer an oath or affirmation to any person, in aid of any investigation
or inquiry into possible violations of this chapter. Subpoenas shall be served in accordance
with the appropriate Alabama Rules of Civil Procedure. Upon failure of a person without lawful
excuse to obey a subpoena, the Attorney General may apply to a court of competent jurisdiction
for an order compelling compliance. After an action is commenced, discovery may proceed in
accordance with the Alabama Rules of Civil Procedure. (2) Initiate a civil action in the name
of the state, as necessary, to seek injunctive and any other...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
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 converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - 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...
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45-2-22.11
Section 45-2-22.11 Remedies. (a) If a supplier engages in conduct prohibited under this part,
a wholesaler with which the supplier has an agreement may maintain a civil action against
the supplier to recover actual damages reasonably incurred as the result of the prohibited
conduct. If a wholesaler engages in conduct prohibited under this part, a supplier with which
the wholesaler has an agreement may maintain a civil action against the wholesaler to recover
actual damages reasonably incurred as the result of the prohibited conduct. (b) A supplier
that violates any provision of this part shall be liable for all actual damages and all court
costs and, in the court's discretion, reasonable attorney fees incurred by a wholesaler as
a result of that violation. A wholesaler that violates any provision of this part shall be
liable for all actual damages and all court costs and, in the court's discretion, reasonable
attorney fees incurred by the supplier as a result of that violation. (c)...
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10A-2-8.30
Section 10A-2-8.30 General standards for directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A director
shall discharge his or her duties as a director, including duties as a member of a committee:
(1) In good faith; (2) With the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and (3) In a manner the director believes to be in the
best interests of the corporation. (b) In discharging his or her duties, a director is entitled
to rely on information, opinions, reports, or statements, including financial statements and
other financial data, if prepared or presented by: (1) One or more officers or employees of
the corporation whom the director reasonably believes to be reliable and competent in the
matters; (2) Legal counsel, public accountants, certified public accountants, or other persons
as to matters the director reasonably believes are within the...
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19-1A-16
Section 19-1A-16 (Effective January 1, 2018) Custodian compliance and immunity. (a) Not later
than 60 days after receipt of the information required under Sections 19-1A-7 to 19-1A-15,
inclusive, a custodian shall comply with a request under this chapter from a fiduciary or
designated recipient to disclose digital assets or terminate an account. If the custodian
fails to comply, the fiduciary or designated recipient may apply to the court for an order
directing compliance, and such other relief allowed under the law of this state. (b) An order
under subsection (a) directing compliance must contain a finding that compliance is not in
violation of 18 U.S.C. Section 2702, as amended. (c) A custodian may notify the user that
a request for disclosure or to terminate an account was made under this chapter. (d) A custodian
may deny a request under this chapter from a fiduciary or designated recipient for disclosure
of digital assets or to terminate an account if the custodian is aware of any...
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26-1-1
Section 26-1-1 Age of majority designated as 19 years. (a) Any person in this state, at the
arrival at the age of 19 years, shall be relieved of his or her disabilities of minority and
thereafter shall have the same legal rights and abilities as persons over 21 years of age.
No law of this state shall discriminate for or against any person between and including the
ages of 19 and 21 years solely on the basis of age. (b) This section shall also apply to any
person who arrived at the age of 19 and 20 years before July 22, 1975, but shall not abrogate
any defense or abridge any remedy available to him or her prior to such date. (c) All laws
or parts of laws which read "under the age of 21 years" hereafter shall read "under
the age of 19 years." Wherever the words "under the age of 21 years" appear
in any law limiting the legal rights and abilities of persons under such age, such words shall
be construed to mean under the age of 19 years. (d) Notwithstanding subsection (c), nothing
in this...
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10A-1-6.22
Section 10A-1-6.22 General scope of permissive indemnification. (a) Except as otherwise provided
by subsection (d) and subject to subsection (b), an enterprise may indemnify a governing person,
former governing person, or delegate against a judgment, penalty, settlement, or fine, including
an excise or similar tax or an excise tax assessed against the person regarding an employee
benefit plan, and against reasonable expenses actually incurred by the person in connection
with a proceeding. (b) Indemnification under this chapter of a person who is found liable
to the enterprise or is found liable because the person improperly received a personal benefit:
(1) is limited to reasonable expenses actually incurred by the person in connection with the
proceeding; and (2) may not be made in relation to a proceeding in which the person has been
found liable for: (A) willful or intentional misconduct in the performance of the person's
duty to the enterprise; (B) breach of the person's duty of...
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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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45-2-22.06
Section 45-2-22.06 Conditions of amendment, modification, termination, etc., of agreement.
(a) Notwithstanding any agreement and except as otherwise provided for in this part, a supplier
shall not: Amend or modify an agreement; cause a wholesaler to resign from an agreement; or
cancel, terminate, fail to renew, or refuse to continue under an agreement, unless the supplier
has complied with all of the following: (1) Has satisfied the applicable notice requirements
of subsection (c). (2) Has acted in good faith. (3) Has good cause for the amendment, modification,
cancellation, termination, nonrenewal, discontinuance, or forced resignation. (b) For each
amendment, modification, termination, cancellation, nonrenewal, or discontinuance, the supplier
shall have the burden of proving that it has acted in good faith, that the notice requirements
under this section have been complied with, and that there was good cause for the amendment,
modification, termination, cancellation, nonrenewal, or...
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