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28-9-2
Section 28-9-2 Definitions. (a) The following words or phrases, or the plural thereof, whenever
they appear in this chapter, unless the context clearly requires otherwise, shall have the
meanings ascribed to them in this section: (1) AGREEMENT. Any agreement between a wholesaler
and a supplier, whether oral or written, whereby a wholesaler is granted the right to purchase
and sell a brand or brands of beer sold by a supplier. (2) ANCILLARY BUSINESS. A business
owned by a wholesaler, by a substantial stockholder of a wholesaler, or by a substantial partner
of a wholesaler the primary business of which is directly related to the transporting, storing,
or marketing of the brand or brands of beer of a supplier with whom the wholesaler has an
agreement; or a business owned by a wholesaler, a substantial stockholder of a wholesaler
or a substantial partner of a wholesaler which recycles empty beverage containers. (3) DESIGNATED
MEMBER. The spouse, child, grandchild, parent, brother or sister...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/28-9-2.htm - 4K - Match Info - Similar pages
10A-9A-3.05
Section 10A-9A-3.05 Limited duties of limited partners. (a) Except as otherwise provided in
subsection (b), a limited partner does not have any duty to the limited partnership or to
any other partner solely by reason of being a limited partner. (b) A limited partner shall
discharge the duties to the limited partnership and the other partners under the partnership
agreement and exercise any rights under this chapter or the partnership agreement consistently
with the implied contractual covenant of good faith and fair dealing. (c) A limited partner
does not violate a duty or obligation under this chapter or under the partnership agreement
merely because the limited partner's conduct furthers the limited partner's own interest.
(Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-3.05.htm - 1K - Match Info - Similar pages
8-21C-10
Section 8-21C-10 Coercion prohibited. (a) A manufacturer or distributor may not coerce or attempt
to coerce a dealer to do any of the following: (1) Purchase a product that the dealer did
not order. (2) Enter into an agreement with the manufacturer or distributor. (3) Enter into
an agreement that requires the dealer to submit its disputes to binding arbitration or otherwise
waive rights or responsibilities provided under this chapter. (b) As used in this section,
the term coerce includes, but is not limited to, threatening to terminate, cancel, or not
renew a manufacturer and dealer agreement without good cause or threatening to withhold product
lines the dealer is entitled to purchase pursuant to the manufacturer and dealer agreement
or delay product delivery as an inducement to amending the manufacturer and dealer agreement.
(Act 2011-636, p. 1529, §10.)...
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7-1-201
Section 7-1-201 General definitions. (a) [Reserved]. (b) Subject to additional definitions
contained in the subsequent articles of this title which are applicable to specific articles
or parts thereof, and unless the context otherwise requires, in this title: (1) "Action,"
in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in
equity, and any other proceeding in which rights are determined. (2) "Aggrieved party"
means a party entitled to pursue a remedy. (3) "Agreement," as distinguished from
"contract," means the bargain of the parties in fact, as found in their language
or inferred from other circumstances, including course of performance, course of dealing,
or usage of trade as provided in Section 7-1-303. (4) "Bank" means a person engaged
in the business of banking and includes a savings bank, savings and loan association, credit
union, and trust company. (5) "Bearer" means a person in possession of a negotiable
instrument, document of title, or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/7-1-201.htm - 11K - Match Info - Similar pages
10A-5A-4.08
Section 10A-5A-4.08 Duties of persons with direction and oversight. (a)(1) The duties a person
who has the authority to direct and oversee the activities and affairs of a limited liability
company owes to the limited liability company and to the members of the limited liability
company include the duty of loyalty and the duty of care as described in subsections (b) and
(d)(1). (2) The duties a person who has the authority to direct and oversee the activities
and affairs of a series of a limited liability company owes to that series and the members
associated with that series include the duty of loyalty and the duty of care as described
in subsections (c) and (d)(2). (b) The duty of loyalty of a person described in subsection
(a)(1) to a limited liability company and its members includes each of the following: (1)
To account to the limited liability company and to hold as trustee for it any property, profit,
or benefit derived by that person in the conduct or winding up of the limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.08.htm - 6K - Match Info - Similar pages
10A-8A-4.11
Section 10A-8A-4.11 General standards of partner's conduct. (a) The duties that a partner has
to the partnership and to the other partners include the duty of loyalty and the duty of care
as described in subsections (b) and (c). (b) A partner's duty of loyalty to the partnership
and to the other partners includes each of the following: (1) To account to the partnership
and to hold as trustee for it any property, profit, or benefit derived by the partner in the
conduct or winding up of the partnership's business or not-for-profit activity or derived
from a use by the partner of partnership property, including the appropriation of a partnership
opportunity. (2) To refrain from dealing with the partnership in the conduct or winding up
of the partnership's business or not-for-profit activity as or on behalf of a party having
an interest adverse to the partnership. (3) To refrain from competing with the partnership
in the conduct of the partnership's business or not-for-profit activity...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-4.11.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-3.03.htm - 7K - Match Info - Similar pages
10A-9A-3.06
Section 10A-9A-3.06 Person erroneously believing self to be limited partner. (a) Except as
otherwise provided in subsection (b), a person that makes an investment in an organization
and erroneously but in good faith believes that the person has become a limited partner in
the organization is not liable for the organization's obligations by reason of making the
investment, receiving distributions from the organization, or exercising any rights of or
appropriate to a limited partner, if, on ascertaining the mistake, the person: (1) causes
an appropriate certificate of formation, amendment, or statement of correction to be signed
and filed with the filing officer in accordance with Article 4 of Chapter 1; or (2) withdraws
from future participation as an owner in the organization by signing a statement of withdrawal
and filing it with the Secretary of State. (b) A person that makes an investment described
in subsection (a) is liable to the same extent as a general partner to any third...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-3.06.htm - 2K - Match Info - Similar pages
10A-9A-4.08
Section 10A-9A-4.08 General standards of general partner's conduct. (a) The duties that a general
partner has to the limited partnership and to the other partners include the duty of loyalty
and the duty of care as described in subsections (b) and (c). (b) A general partner's duty
of loyalty to the limited partnership and to the other partners includes each of the following:
(1) to account to the limited partnership and to hold as trustee for it any property, profit,
or benefit derived by the general partner in the conduct or 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; (2) to refrain
from dealing with the limited partnership in the conduct or winding up of the limited partnership's
activities and affairs as or on behalf of a party having an interest adverse to the limited
partnership; and (3) to refrain from competing with...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-4.08.htm - 2K - Match Info - Similar pages
45-2-22.08
Section 45-2-22.08 Compensation for violation; arbitration. (a) Except as provided for in this
part, a supplier that has amended, modified, cancelled, terminated, or refused to renew any
agreement; or has caused a wholesaler to resign from any agreement; or has interfered with,
prevented, or unreasonably delayed, or where required by this part, has withheld or unreasonably
delayed consent to or approval of, any assignment or transfer of a wholesaler's business,
shall pay the wholesaler reasonable compensation for the diminished value of the wholesaler's
business, including any ancillary business which has been negatively affected by the act of
the supplier. The value of the wholesaler's business or ancillary business shall include,
but not be limited to, any good will. Provided, however, nothing contained in this part shall
give rise to a claim against the supplier or wholesaler by any proposed purchaser of wholesaler's
business. (b) Should either party, at any time, determine that...
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