DE UCC definition

DE UCC shall refer to the Uniform Commercial Code as adopted in the States of New York and Delaware, respectively. The NY UCC and the DE UCC are hereinafter referred to collectively as the “UCC”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings set forth in the Agreement, except that unless otherwise defined herein, terms used in this opinion letter which are defined in the NY UCC shall have the meanings provided therein. This opinion is furnished to you pursuant to Section 5.01(c)(ii) of the Agreement. On the basis of the assumptions and subject to the qualifications and limitations set forth below, we are of the opinion that:
DE UCC means the Uniform Commercial Code as adopted in the State of Delaware; (e) “Delaware Corporations” means each of the Borrower, License, License 2, Sales West, Services West and Services East; (f) “Delaware LLCs” means each of Info, Media and East LLC; (g) “Delaware Entities” means each of the Delaware Corporations and the Delaware LLCs; and (h) “Applicable Law” means, with respect to each Loan Party, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware, the DE UCC, the internal, substantive laws, rules, and regulations of the State of New York, and those laws, rules, and regulations of the United States of America which in our experience are normally applicable to such Loan Party and to transactions of the type provided for in the Loan Documents to which such Loan Party is a party. In rendering the opinions expressed herein, we have assumed that:

Examples of DE UCC in a sentence

  • As evidenced by the time-stamped copies of the financing statements filed in the Office of the Secretary of State of the State of Delaware, attached as Exhibit C to that certain Xxxxx Xxxxx opinion regarding certain perfection matters, the Indenture Trustee's security interest in the Issuer's rights in the Collateral Certificate (together with any other Collateral in which a security interest may be perfected by filing for the purposes of the DE UCC) and in identifiable cash proceeds thereof is perfected.

  • The Partnership owns such membership interest free and clear of all Liens in respect of which a financing statement under the DE UCC naming the Partnership as debtor is on file in the Filing Office as of the date set forth in the Search.

  • The OLP GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement; and the OLP GP owns such general partner interest free and clear of all Liens in respect of which a financing statement under the DE UCC naming the OLP GP as debtor is on file in the Filing Office as of the date set forth in the Search.

  • As evidenced by the time-stamped copies of the financing statements filed in the Office of the Secretary of State of the State of Delaware, attached as Exhibit C to that certain Xxxxx Xxxxx opinion regarding certain perfection matters, the Indenture Trustee’s security interest in the Issuer’s rights in the Collateral Certificate (together with any other Collateral in which a security interest may be perfected by filing for the purposes of the DE UCC) and in identifiable cash proceeds thereof is perfected.

  • The Receivables constitute (i) “tangible chattel paper” or “electronic chattel paper”, as the case may be, within the meaning of Section 9-102 of the NY UCC and the PA UCC and (ii) “chattel paper” within the meaning of Section 9-102 of the DE UCC.

  • Only after such applications, and after payment by the Secured Party of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the DE UCC, need the Secured Party account to the Company for any surplus.

  • The OLP GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement; and the OLP GP owns such general partner interest free and clear of all Liens in respect of which a financing statement under the DE UCC, naming the OLP GP as debtor is on file in the Filing Office as of the date set forth in the Search.

  • Upon the filing of the Parent Financing Statement with the DE Filing Office, the Article 9 Security Interest in that portion of the Article 9 Collateral of the Parent in which a security interest may be perfected by the filing of a financing statement under the DE UCC will be perfected.

  • We call to your attention the requirement to file appropriate periodic Uniform Commercial Code continuation statements on a timely basis under the DE UCC with respect to each Financing Statement.

  • The Mortgagee shall have all rights with respect to the part of the Mortgaged Property that is the subject of a security interest afforded by the NY UCC and the DE UCC in addition to, but not in limitation of, the other rights afforded the Mortgagee hereunder.


More Definitions of DE UCC

DE UCC means the Uniform Commercial Code as in effect on the date hereof in the State of Delaware, (ix) "TX UCC" means the Uniform Commercial Code as in effect on the date hereof in the State of Texas, (x) "UCC" means the "NY UCC", "DE UCC" and/or the "TX UCC", as applicable (without regard to laws referenced in Section 9-201 thereof), (x) "Article 9 Collateral" shall mean that portion of the Collateral (as defined in the Security Agreement) which is subject to Article 9 of the UCC. We express no opinion as to the laws of any jurisdiction other than (i) the Applicable Laws of the State of New York, (ii) the Applicable Laws of the United States of America (including without limitation, Regulations U and X of the Federal Reserve Board), (iii) the DGCL, (iv) the DRULPA, (iv) in the case of the second sentence of opinion paragraph 1 and opinion paragraph 19, the Business Corporation Act of the State of Texas (the "TBCA") and (v) the UCC. Based upon the foregoing and subject to the limitations, exceptions, assumptions and qualifications set forth herein, we are of the opinion that:
DE UCC and/or the "TX UCC", as applicable (without regard to laws referenced in Section 9-201 thereof), (x) "Article 9 Collateral" shall mean that portion of the Collateral (as defined in the Security Agreement) which is subject to Article 9 of the UCC. We express no opinion as to the laws of any jurisdiction other than (i) the Applicable Laws of the State of New York, (ii) the Applicable Laws of the United States of America (including without limitation, Regulations U and X of the Federal Reserve Board), (iii) the DGCL, (iv) the DRULPA, (iv) in the case of the second sentence of opinion paragraph 1 and opinion paragraph 19, the Business Corporation Act of the State of Texas (the "TBCA") and (v) the UCC. Based upon the foregoing and subject to the limitations, exceptions, assumptions and qualifications set forth herein, we are of the opinion that:
DE UCC means the Uniform Commercial Code as in effect in the State of Delaware as reported in the CCH Guide referred to below.

Related to DE UCC

  • Delaware UCC means the Uniform Commercial Code as in effect in the State of Delaware from time to time.

  • Applicable UCC means the provisions of the Uniform Commercial Code presently in effect in the jurisdiction in which the relevant UCC Collateral is situated or which otherwise is applicable to the creation or perfection of the Liens described herein or the rights and remedies of Mortgagee under this Deed of Trust.

  • NY UCC means UCC as in effect in the State of New York.

  • Relevant UCC means the Uniform Commercial Code as in effect from time to time in any relevant jurisdiction.

  • New York UCC means the Uniform Commercial Code as from time to time in effect in the State of New York.

  • UCC means the Uniform Commercial Code as in effect from time to time in the State of New York.

  • NYUCC means the Uniform Commercial Code as in effect from time to time in the State of New York.

  • PPSA means the Personal Property Securities Act 2009 (Cth).

  • Commercial Code means the French Commercial Code.

  • Judicial Code means title 28 of the United States Code, 28 U.S.C. §§ 1–4001.

  • Uncertificated Security shall have the meaning given such term in Section 8-102(a)(18) of the UCC.

  • Investment Property the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

  • Certificated Security shall have the meaning given such term in Section 8-102(a)(4) of the UCC.

  • Pledged Security Entitlements means all security entitlements with respect to the financial assets listed on Schedule 4.7(c) (as such schedule may be amended from time to time) and all other security entitlements of any Grantor.

  • Uncertificated Securities Regulations means the Uncertificated Securities Regulations 2001;

  • General Intangible means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction. The term includes payment intangibles and software.

  • Additional Pledged Collateral means all shares of, limited and/or general partnership interests in, and limited liability company interests in, and all securities convertible into, and warrants, options and other rights to purchase or otherwise acquire, stock of, either (i) any Person that, after the date of this Agreement, as a result of any occurrence, becomes a direct Subsidiary of any Grantor or (ii) any issuer of Pledged Stock, any Partnership or any LLC that are acquired by any Grantor after the date hereof; all certificates or other instruments representing any of the foregoing; all Security Entitlements of any Grantor in respect of any of the foregoing; all additional indebtedness from time to time owed to any Grantor by any obligor on the Pledged Notes and the instruments evidencing such indebtedness; and all interest, cash, instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, provided, that, in no event shall Additional Collateral include any Excluded Equity. Additional Pledged Collateral may be General Intangibles or Investment Property.

  • Pledge Agreement Collateral means all "Collateral" as defined in the Pledge Agreement.

  • Pledged Uncertificated Stock means any Stock or Stock Equivalent of any Person that is not a Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any Partnership or as a member of any LLC and all right, title and interest of any Grantor in, to and under any Partnership Agreement or LLC Agreement to which it is a party.

  • Securities Account is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

  • Security Code means a sequence of numbers and/or letters or such other codes or procedures, whether generated by a Security Mechanism or otherwise, for use in connection with access to and/or use of the EB Services;

  • Uniform Commercial Code means the New York Uniform Commercial Code as in effect from time to time.

  • Security Entitlement shall have the meaning specified in Section 8-102(a)(17) of the UCC.

  • UETA means the Uniform Electronic Transactions Act, as enacted by the jurisdiction in which the Property is located, as it may be amended from time to time, or any applicable additional or successor legislation that governs the same subject matter.

  • General Intangibles is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

  • Commodity Interests means commodity futures contracts, options on commodity futures contracts, and options on physical commodities traded on or subject to the rules of: