10A-1-8.04
Section 10A-1-8.04 Merger with or conversion from a foreign entity. (a) One or more foreign entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02, and a foreign entity may convert to a domestic entity, or a domestic entity may convert to a foreign entity in accordance with Section 10A-1-8.01 only if: (1) The merger or conversion is permitted by the law of the state or country under whose law each foreign entity is formed and each foreign entity complies with that law in effecting the merger or conversion. (2) In the case of a conversion, the foreign entity complies with the requirements of Section 10A-1-8.01. (3) In the case of a merger, the foreign entity complies with the requirements of Section 10A-1-8.02. (b) Upon the merger or conversion taking effect, the surviving foreign entity of a merger and the foreign converted entity in a conversion is deemed: (1) To consent that service of process in a proceeding to enforce any obligation or any...
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7-9A-523
Section 7-9A-523 Information from filing office; sale or license of records. (a) Acknowledgment of filing written record. If a person that files a written record requests an acknowledgment of the filing, the filing office shall send to the person an image of the record showing the number assigned to the record pursuant to Section 7-9A-519(a)(1) and the date and time of the filing of the record. However, if the person furnishes a copy of the record to the filing office, the filing office may instead: (1) note upon the copy the number assigned to the record pursuant to Section 7-9A-519(a)(1) and the date and time of the filing of the record; and (2) send the copy to the person. (b) Acknowledgment of filing other record. If a person files a record other than a written record, the filing office shall communicate to the person an acknowledgment that provides: (1) the information in the record; (2) the number assigned to the record pursuant to Section 7-9A-519(a)(1); and (3) the date and...
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8-9A-1
Section 8-9A-1 Definitions. As used in this chapter: (1) AFFILIATE. a. A person who directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person who holds the securities, 1. As a fiduciary or agent without sole discretionary power to vote the securities; or 2. Solely to secure a debt, if the person has not exercised the power to vote; b. A corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by the debtor or a person who directly or indirectly owns, controls, or holds, with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person who holds the securities, 1. As a fiduciary or agent without sole power to vote the securities; or 2. Solely to secure a debt, if the person has not in fact exercised the power to vote; c. A person whose business is operated...
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8-9B-2
Section 8-9B-2 Definitions. As used in this chapter: (1) "Affiliate" means: (i) a person that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person that holds the securities: (A) as a fiduciary or agent without sole discretionary power to vote the securities; or (B) solely to secure a debt, if the person has not in fact exercised the power to vote; (ii) a corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by the debtor or a person that directly or indirectly owns, controls, or holds, with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person that holds the securities: (A) as a fiduciary or agent without sole discretionary power to vote the securities; or (B) solely to secure a debt, if the person has not in fact exercised the power to...
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8-9B-9
Section 8-9B-9 Defenses, liability, and protection of transferee. (a) A transfer is not voidable under Section 8-9B-5(a)(1) against a person that took in good faith and for a reasonably equivalent value given the debtor or against any subsequent transferee that took in good faith. (b) To the extent a transfer is avoidable in an action by a creditor under Section 8-9B-8(a)(1), the following rules apply: (1) Except as otherwise provided in this section, the creditor may recover judgment for the value of the asset transferred, as adjusted under subsection (c), or the amount necessary to satisfy the creditor's claim, whichever is less. The judgment may be entered against: (i) the first transferee of the asset or the person for whose benefit the transfer was made; or (ii) any subsequent transferee, other than: (A) a good-faith transferee that took for value; or (B) a subsequent transferee of a person described in clause (A). (2) Recovery pursuant to Section 8-9B-8(a)(1) or (b) of or from...
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11-3-11
Section 11-3-11 Powers and duties generally. (a) The county commission shall have authority: (1) To direct, control, and maintain the property of the county as it may deem expedient according to law, and in this direction and control it has the sole power to locate the courts in the rooms of the courthouse and to designate the rooms to be occupied by the officers entitled to rooms therein, including the circuit judge if resident in the county, and to change the location of the courts and the designation of the rooms for officers as it may deem best and most expedient, and this shall be done by order of the county commission entered upon the minutes of the county commission at a regular meeting of the county commission. In the event the courthouse is inadequate to supply office rooms for such officers, the county commission may lease such office rooms in a convenient location in the county site and pay the rental from the county fund. (2) To levy a general tax, for general county...
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7-2A-516
Section 7-2A-516 Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over. (1) A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered. (2) A lessee's acceptance of goods precludes rejection of the goods accepted. In the case of a finance lease, other than a consumer lease in which the supplier assisted in the preparation of the lease contract or participated in negotiating the terms of the lease contract with the lessor, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it. In any other case, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured. Acceptance does not of itself impair any other remedy provided by this article or...
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19-3B-1013
Section 19-3B-1013 Certification of trust. (a) Instead of furnishing a copy of the trust instrument to a person other than a beneficiary, the trustee may furnish to the person a certification of trust containing the following information: (1) that the trust exists and the date the trust instrument was executed; (2) the identity of the settlor; (3) the identity and address of the currently acting trustee; (4) the powers of the trustee in a pending transaction or relevant to the request; (5) the revocability or irrevocability of the trust and the identity of any person holding a power to revoke the trust; (6) the authority of co-trustees to sign or otherwise authenticate and whether all or less than all are required in order to exercise powers of the trustee; (7) the trust's taxpayer identification number; and (8) the name in which title to trust property may be taken. (b) A certification of trust may be signed or otherwise authenticated by any trustee. (c) A certification of trust must...
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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...
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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...
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