Texas UCC shall have the meaning set forth in Section 2.4 of the Sale and Servicing Agreement.
Texas UCC means the Uniform Commercial Code as now in effect in the State of Texas. As used in this letter, “Applicable UCC” shall mean the California UCC and/or the Delaware UCC (as defined below) and/or the Illinois UCC and/or the New York UCC and/or the Texas UCC, as applicable. Except as otherwise stated herein, as to factual matters, we have, with your consent, relied upon the foregoing and upon oral or written statements and representations of officers and other representatives of the Loan Parties and others, including the representations and warranties of the Loan Parties in the Loan Documents. We have not independently verified such factual matters. Except as otherwise stated herein, we are opining as to the effect on the subject transaction only of (A) the federal laws of the United States; (B) the internal laws of the State of New York; (C) with respect to numbered paragraphs 1(a), 2(a), 3(a), 4 and 5 of this letter, the Delaware General Corporation Law (the “DGCL”) or the Delaware Limited Liability Company Act (“DLLCA”); (D) with respect to numbered paragraphs 1(b), 3(a), 4(a) and 5 of this letter, the California Corporations Code (the “CCC”); (E) with respect to numbered paragraphs 1(c), 3(a), 4(a) and 5 of this letter, the Illinois Business Corporation Act (the “IBCA”); (F) with respect to numbered paragraphs 1(e), 3(a), 4(a) and 5 of this letter, the Texas Business Organizations Code (the “TBOC”); (G) with respect to numbered paragraph 8(b) of this letter, the California UCC; (H) with respect to numbered paragraph 8(a) of this letter, the Delaware UCC (as defined below); (I) with respect to numbered paragraph 8(c) of this letter, the Illinois UCC; (J) with respect to numbered paragraphs 7, 8(d) and 9 of this letter, the New York UCC; and (K) with respect to numbered paragraph 8(e) of this letter, the Texas UCC and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. With your permission, we have based our opinions set forth in paragraph 8(a) exclusively upon our review of Article 9 of the Uniform Commercial Code of the State of Delaware as set forth in the CCH Secured Transactions Guide without regard to judicial interpretations thereof or any regulations promulgated thereunder or any other laws of the State of Delaware (the “Delaware UCC”). Except...
Examples of Texas UCC in a sentence
The terms of this Agreement shall be deemed commercially reasonable within the meaning of the Texas UCC.
This Regulation is the Land and Environment Court Amendment Regulation 1998.
Unless the context indicated otherwise, definitions in the Texas Business and Commerce Code ("Texas UCC") apply to words and phrases in this Agreement; if Texas UCC definitions conflict, Chapter 9 definitions apply.
Unless the context indicates otherwise, definitions in the Texas UCC apply to words and phrases in this Agreement; if Texas UCC definitions conflict, Chapter 9 definitions apply.
Notice shall be deemed reasonable if mailed postage prepaid at least 5 days before the related action (or if the Texas UCC elsewhere specifies a longer period, such longer period) to Debtor's address shown above.
More Definitions of Texas UCC
Texas UCC means the Texas Uniform Commercial Code as in effect on the date of this Agreement and as it may hereafter be amended from time to time. All words and phrases used herein which are expressly defined in Section 1.201 or in Chapter 9 of the Texas UCC shall have the meaning provided for therein. Other such words and phrases defined elsewhere in the Texas UCC shall have the meanings specified therein except to the extent such meaning is inconsistent with a definition in Section 1.201 or Chapter 9 thereof.
Texas UCC means the Uniform Commercial Code, as amended and in effect in the State of Texas on the date hereof; (ii) "Delaware UCC" means the Uniform Commercial Code, as amended and in effect in the State of Delaware on the date hereof; and (iii) "Applicable Law" means, with respect to each Transaction Party, the General Corporation Law of the State of Delaware, the Revised Limited Partnership Act of the State of Delaware, the Limited Liability Company Act of the State of Delaware, the Delaware UCC, and those laws, rules, and regulations of the State of Texas and of the United States of America as in effect on the date hereof which in our experience are normally applicable to such Transaction Party and to transactions of the type provided for in the Opinion Documents to which such Transaction Party is a party); provided, however, that Applicable Law does not include (i) except for our opinion in paragraph 8 below as to the 1940 Act, any federal or state securities, commodities, insurance, or investment company laws and regulations; (ii) any federal or state labor, pension, or other employee benefit laws and regulations; (iii) any federal or state antitrust, trade or unfair competition laws and regulations; (iv) any federal or state laws and regulations relating to the environment, safety, health, or other similar matters; (v) any laws, rules, and regulations of any county, municipality, subdivision or similar local authority of any jurisdiction or any agency or instrumentality thereof; (vi) any federal or state tax laws or regulations; (vii) any federal or state laws or regulations relating to copyrights, patents, trademarks, or other intellectual property; or (viii) any federal or state laws or regulations relating to usury or otherwise limiting the amount of interest that may be charged. To the Lenders and Agent February 20, 2007 Page 2 of 11 In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed necessary for the purposes of such opinions. We have examined each of the following agreements, instruments and documents (hereinafter called the "Opinion Documents"):
Texas UCC shall have the meaning set forth in Section 4.7(c)(ii).
Texas UCC means the Uniform Commercial Code as in effect on the date hereof in the State of Texas (without regard to laws referenced in Section 9.201 thereof). “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, ...
Texas UCC means the Uniform Commercial Code as in effect on the date hereof in the State of Texas (without regard to laws referenced in Section 9.201 thereof), (iii) “Delaware UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of Delaware (without regard to laws referenced in Section 9-201 thereof), (iv) “UCC” means the New York UCC, the Texas UCC or the Delaware UCC, as applicable, (v) “Security Agreement Article 9 Collateral” means that portion of the Collateral (as defined in the Security Agreement) which is of a type in which a security interest can be created under Article 9 of the New York UCC, (vi) “Deed of Trust Article 9 Collateral” means that portion of the Collateral (as defined in the Deed of Trust) in which a security interest can be created under Chapter 9 of the Texas UCC, (vii) “Article 9 Collateral” means the Security Agreement Article 9 Collateral and the Deed of Trust Article 9 Collateral, (viii) “Delaware Filing Office” means the Office of the Secretary of State of the State of Delaware, and (ix) “Texas Filing Office” means the Office of the Secretary of State of the State of Texas. Terms defined in the UCC have the same meaning when used herein unless otherwise indicated by the context in which such terms are so used. For convenience, all references to specific articles, parts, sections or subsections of the UCC (without referring specifically to the New York UCC, the Delaware UCC or the Texas UCC) are made by using the corresponding citations to the New York UCC. Based upon the foregoing, and subject to the assumptions, qualifications, exceptions and limitations set forth herein, it is our opinion that:
Texas UCC means the Uniform Commercial Code enacted in the State of Texas as Chapters 1 through 11 of Title 1 of the Texas Business and Commerce Code, in force on the Effective Date. U.K. Agent shall have the meaning ascribed to such term in the Preamble of this Agreement. U.K. Borrower shall have the meaning ascribed to such term in the Preamble of this Agreement. U.K. Commitment means, as to any U.K. Lender, the obligation, if any, of such U.K. Lender to make U.K. Revolving Loans, incur or participate in Letter of Credit Liabilities relating to U.K. Letters of Credit in an aggregate principal amount at any one time outstanding up to (but not exceeding) the amount, if any, set forth opposite such U.K. Lender’s name on the signature pages hereof under the caption “U.K. Commitment”, or otherwise provided for in an Assignment and Acceptance (as the same may be increased or reduced from time to time pursuant to Section 2.4 hereof). U.K. Lender means each Lender party hereto with any U.K. Commitment or any outstanding U.K. Obligations. U.K. Letters of Credit has the meaning assigned to such term in Section 2.2 hereof. U.K. Obligations means, as at any date of determination thereof, the sum of the following (determined without duplication): (i) the aggregate principal amount of U.K. Revolving Loans outstanding hereunder on such date, plus (ii) the aggregate amount of Letter of Credit Liabilities outstanding on such date relating to U.K. Letters of Credit. For purposes of calculating the aggregate amount of U.K. Obligations, all amounts or values expressed in Pounds or Euros shall be converted into Dollars at the Exchange Rate in effect as of the date of determination. U.K. Revolving Loan means any revolving credit loan made pursuant to Section 2.1(c) hereof.
Texas UCC means the Texas Uniform Commercial Code as in effect on the --------- date of this Agreement and as it may hereafter be amended from time to time. All words and phrases used herein which are expressly defined in Section 1.201 or in Chapter 9 of the Texas UCC shall have the meaning provided for therein. Other such words and phrases defined elsewhere in the Texas UCC shall have the meanings specified therein except to the extent such meaning is inconsistent with a definition in Section 1.201 or Chapter 9 thereof. RECITALS -------- CompuCom, the Lenders and NationsBank are parties to the Credit Agreement which provides for a credit facility for loans by NationsBank and the Lenders to CompuCom, from time to time, secured by (among other collateral) all of CompuCom's Receivables now owned and hereafter acquired, on the terms provided therein. CFI is a special purpose, bankruptcy remote, wholly owned subsidiary of CompuCom, formed and operating for the sole purpose of entering into and performing (i) this Agreement, (ii) the RPA, pursuant to which CompuCom will sell to CFI and CFI will purchase from CompuCom, from time to time, the RPA Interest, (iii) the TAA, pursuant to which CFI will transfer to EFC and EFC will accept from CFI, from time to time, a portion of the RPA Interest, and (iv) various related agreements. CompuCom and CFI intend that the transaction contemplated by the RPA create an absolute transfer to CFI from CompuCom of the RPA Interest in effect from time to time. In that regard, CFI has entered into this Agreement to provide a means for administration of the Receivables, the Related Security and Collections in a manner consistent with its rights therein and the rights of NationsBank therein. This agreement provides for the grant by CompuCom to Administrative Secured Party, for the benefit of the Beneficial Secured Parties as provided herein, of a security interest in the Collateral as a whole (and not just the portion thereof as might separately secure the NationsBank Secured Obligations) because CFI has requested that, in the event of any possible recharacterization by a court of competent jurisdiction of the transactions contemplated by the RPA not as an absolute transfer to CFI of the RPA Interest but rather as a financing (despite the expressed intent of CompuCom and CFI), CFI have the equivalent benefit of a security interest in that portion of the Receivables, the Related Security and the Collections as might separately secure the payment...