Massachusetts UCC definition

Massachusetts UCC means the Massachusetts Uniform Commercial Code.
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Massachusetts UCC means the UCC of the Commonwealth of Massachusetts; and the “Delaware UCC” means the UCC of the State of Delaware. Bank of America, N.A., as Administrative Agent, and the Lenders that are parties to the Credit Agreement June 30, 2015 For purposes of this opinion, we have made such examination of law as we have deemed necessary. This opinion is limited solely to the internal substantive laws of the Commonwealth of Massachusetts as applied by courts located in Massachusetts without regard to choice of law, the federal laws of the United States of America (except for Federal and state tax, antitrust, energy, utilities, national security, anti-terrorism, anti-money laundering, governmental contract procurement and bidding, natural resources, labor, employment, securities, commodities, derivatives, or blue sky laws, as to which we express no opinion in this letter, other than as set forth in paragraphs 9 and 10 below with respect to the particular federal laws and regulations referred to therein), the Delaware General Corporation Law as applied by courts located in Delaware (the “DGCL”), the Delaware Limited Liability Company Act as applied by courts located in Delaware (the “DLLCA”) and, with respect only to paragraph 6 hereof, the Delaware UCC; and we express no opinion as to the laws of any other jurisdiction. We have not conducted any special review of statutes, rules, or regulations for purposes of this opinion, and our opinions are in any event limited to such laws, rules, and regulations as in our experience are normally applicable to transactions of the type contemplated by the Loan Documents. Our opinions herein with respect to the Delaware UCC are limited to the official statutory text thereof and only as it pertains to whether perfection of an attached security interest may be effected by the filing of an effective UCC financing statement in the State of Delaware, without any investigation or review of any legal decisions or other statutory provisions in effect in the State of Delaware that may affect the filing of a UCC financing statement or the perfection of a security interest by filing in the State of Delaware. No opinion is given herein as to any choice of law matters with respect to the transactions contemplated by the Credit Agreement and the other Loan Documents. Our opinion is further subject to the following exceptions, qualifications and assumptions, all of which we understand to be acceptable to you:
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Massachusetts UCC means the Uniform Commercial Code as in effect on the date hereof in the Commonwealth of Massachusetts (without regard to laws referenced in Section 9-201 thereof). “UCC” means the New York UCC, Illinois UCC, the Delaware UCC, the California UCC, the Texas UCC and the Massachusetts UCC, as applicable. “UCC Collateral” means the Collateral (as such term is defined in the Guarantee and Collateral Agreement), to the extent the New York UCC governs a security interest in such collateral. Holdings, the Borrower and the Subsidiary Guarantors whose jurisdiction of organization is listed as Delaware on Schedule II hereto shall hereinafter be referred to collectively as the “Delaware Transaction Parties” and individually as a “Delaware Transaction Party”. The Subsidiary Guarantors whose jurisdiction of organization is listed as Illinois on Schedule II hereto shall hereinafter be referred to collectively as the “Illinois Transaction Parties” and individually as an “Illinois Transaction Party”. The Subsidiary Guarantor whose jurisdiction of organization is listed as New York on Schedule II hereto shall hereinafter be referred to as a “New York Transaction Party”. The Subsidiary Guarantors whose jurisdiction of organization is listed as California on Schedule II hereto shall hereinafter be referred to collectively as the “California Transaction Parties” and individually as a “California Transaction Party”. The Subsidiary Guarantors whose jurisdiction of organization is listed as Texas on Schedule II hereto shall hereinafter be referred to collectively as the “Texas Transaction Parties” and individually as a “Texas Transaction Party”. The Subsidiary Guarantor whose jurisdiction of organization is listed as Massachusetts on Schedule II hereto shall hereinafter be referred to as a “Massachusetts Transaction Party”. The Delaware Transaction Parties, the Illinois Transaction Parties, the New York Transaction Party, the California Transaction Parties, the Texas Transaction Party and the Massachusetts Transaction Parties shall hereinafter be referred to collectively as the “Transaction Parties” and individually as a “Transaction Party”. “Possessory Certificates” mean those certificates identified on Schedule IV hereto and delivered on the date hereof. Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
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Examples of Massachusetts UCC in a sentence

  • The Note Issuer shall have caused all Collateral to have been Granted to the Note Trustee or, if requested by the Note Trustee, its nominee and will have caused all filings pursuant to the Statute, the Massachusetts UCC, the Delaware UCC and any other applicable law as are necessary to cause the Note Trustee to have a first priority perfected security interest in the Collateral to have been duly made.

  • The Note Issuer shall have caused all Collateral to have been Granted to the Note Trustee and will have caused all filings pursuant to the Statute, the Massachusetts UCC, the Delaware UCC and any other applicable law as are necessary to cause the Note Trustee to have a first priority perfected security interest in the Collateral to have been duly made.

  • Only after such applications, and after payment by the Agent of any amount required by ss.9-504(1)(c) of the Massachusetts UCC, need the Agent account to the Company for any surplus.

  • Only after such applications, and after payment by the Agent of any amount required by (S)9-504(1)(c) of the Massachusetts UCC, need the Agent account to the Pledgor for any surplus.

  • To the extent that any of the Obligations are to be paid or performed by a person other than the Company, the Company waives and agrees not to assert any rights or privileges which it may have under ss.9-112 of the Massachusetts UCC.

  • In addition, Buyer shall have all of the rights provided for under the Massachusetts UCC or any other Applicable Law.

  • Upon default, XACP could exercise all rights pursuant to the Massachusetts UCC and “sell, lease, or otherwise dispose” of the Collateral.

  • Amounts expended for this project 48.9 by nonstate sources since January 20, 2011, 48.10 shall count toward the nonstate match.

  • American Optical Massachusetts UCC M&I First Certain 03/31/2000 000705441 Corp.

  • The parties hereto agree that each Transaction Account shall be governed by the laws of the State of Massachusetts, and regardless of any provision in any other agreement, the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the Massachusetts UCC) shall be the State of Massachusetts.


More Definitions of Massachusetts UCC

Massachusetts UCC has the meaning provided in Section 6.15(a).
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Massachusetts UCC the Uniform Commercial Code as from time to time in effect in the Commonwealth of Massachusetts.
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Massachusetts UCC means Mass. G.L. c.106.
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Massachusetts UCC the Uniform Commercial Code as from time to time in effect in the Commonwealth of Massachusetts. "Patents": (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule F, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule F, and (iii) all rights to obtain any reissues or extensions of the foregoing. "Patent License": all agreements, whether written or oral, providing for the grant by or to the Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent including, without limitation, any of the foregoing referred to in Schedule F. "Pledged Notes": all promissory notes listed on Schedule B, all Intercompany Notes at any time issued to the Grantor and all other promissory notes issued to or held by the Grantor (other than promissory notes issued in connection with extensions of trade credit by the Grantor in the ordinary course of business). "Pledged Securities": the collective reference to the Pledged LLC/Partnership Interests, the Pledged Stock and the Pledged Notes, together with any Proceeds thereof. "Pledged Stock": the shares of Capital Stock listed on Schedule B, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, the Grantor while this Agreement is in effect. "Proceeds": all "proceeds" as such term is defined in the Massachusetts UCC and, in any event, shallinclude, without limitation, all dividends or other income from the investment Property, collections thereon or distributions or payments with respect thereto. "Receivable": any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account). "Restricted Account": as defined in Section 8.6. "Securities Act": the Securities Act of 1933, as amended. "Trademarks": (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles,...
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Related to Massachusetts UCC

  • Georgia means the territory recognised by the international community within the state borders of Georgia, including land territory, internal waters and territorial sea, the air space above them, in respect of which Georgia exercises its sovereignty, as well as the contiguous zone, the exclusive economic zone and continental shelf adjacent to its territorial sea, in respect of which Georgia may exercise its sovereign rights in accordance with the international law;

  • Commonwealth Act means the Workplace Relations Act 1996 of the Commonwealth;

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

  • Commonwealth means the Commonwealth of Australia and includes the Government for the time being thereof;

  • COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF PHILADELPHIA : The undersigned, being duly sworn, deposes and says that:

  • Utah This Agreement is subject to limited regulation by the Utah Insurance Department. To file a complaint, contact the Utah Insurance Department. Coverage afforded under this Agreement is not guaranteed by the Utah Property and Casualty Guaranty Association. Proof of loss should be furnished by You to the Administrator as soon as reasonably possible. Failure to furnish such notice or proof within the time required by this Agreement does not invalidate or reduce a claim. CANCELLATION section is amended as follows: We can cancel this Agreement during the first sixty (60) days of the initial annual term by mailing to You a notice of cancellation at least thirty (30) days prior to the effective date of cancellation except that We can also cancel this Agreement during such time period for non-payment of premium by mailing You a notice of cancellation at least ten (10) days prior to the effective date of cancellation. After sixty (60) days have elapsed, We may cancel this Agreement by mailing a cancellation notice to You at least ten (10) days prior to the cancellation date for non-payment of premium and thirty (30) days prior to the cancellation date for any of the following reasons: (a) material misrepresentation, (b) substantial change in the risk assumed, unless the We should reasonably have foreseen the change or contemplated the risk when entering into the Agreement or (c) substantial breaches of contractual duties, conditions, or warranties. The notice of cancellation must be in writing to You at Your last known address and contain all of the following: (1) the Agreement number, (2) the date of notice, (3) the effective date of the cancellation and, (4) a detailed explanation of the reason for cancellation. ARBITRATION section is amended to include the following: Any matter in dispute between You and Us may be subject to arbitration as an alternative to court action pursuant to the rules of (the American Arbitration Association or other recognized arbitrator), a copy of which is available on request from Us. Any decision reached by arbitration shall be binding upon both You and Us. The arbitration award may include attorney's fees if allowed by state law and may be entered as a judgment in any court of proper jurisdiction.

  • AT&T NORTH CAROLINA means the AT&T owned ILEC doing business in North Carolina.

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

  • Uniform Commercial Code jurisdiction means any jurisdiction that has adopted all or substantially all of Article 9 as contained in the 2000 Official Text of the Uniform Commercial Code, as recommended by the National Conference of Commissioners on Uniform State Laws and the American Law Institute, together with any subsequent amendments or modifications to the Official Text.

  • New Jersey CANCELLATION section is amended as follows: A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within forty-five (45) days of receipt of returned Service Agreement.

  • North Carolina CANCELLATION section is amended as follows: We may not cancel this Agreement except for nonpayment by You or for violation of any of the terms and conditions of this Agreement.

  • AT&T ILLINOIS means the AT&T owned ILEC doing business in Illinois.

  • the Commonwealth Act means the legislation of the Commonwealth Parliament by which this agreement is authorized to be executed by or on behalf of the Commonwealth;

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

  • AT&T SOUTH CAROLINA means the AT&T owned ILEC doing business in South Carolina.

  • State of Utah means the State of Utah, in its entirety, including its institutions, agencies, departments, divisions, authorities, instrumentalities, boards, commissions, elected or appointed officers, employees, agents, and authorized volunteers.

  • Commercial Code means the French Commercial Code.

  • Commonwealth Entity means any government body which is subject to the Public Governance, Performance and Accountability Xxx 0000 (Cth).

  • AT&T WISCONSIN means the AT&T owned ILEC doing business in Wisconsin.

  • State of Texas Textravel means the State Travel Management Program through the Texas Comptroller of Public Accounts website and Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any.

  • the Commonwealth means the Commonwealth of Australia as the party to this agreement;

  • STATE OF ss.: COUNTY OF ) On this ___ day of ________, 19__, before me, a notary public in and for the State of ____________, personally appeared __________ _________, known to me who, being by me duly sworn, did depose and say that he resides at __________________________; that he is the ____________________ of First Union National Bank, a national banking association, one of the parties that executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said association. Notary Public [NOTARIAL SEAL]

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

  • AT&T CONNECTICUT means the AT&T-owned ILEC doing business in Connecticut.

  • Commonwealth Standard Grant Conditions means this document.

  • Commonwealth Citizen means any person who has the status of a Commonwealth citizen under the British Nationality Act 1981, not covered by the ‘UK Nationality’ definition above. This includes British Dependent Territories citizens (other than Gibraltarians), British Overseas citizens, and from 1986 those persons in the category British National (Overseas).