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.
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.
Each Grantor waives and agrees not to assert any rights or privileges which it may acquire under the Texas UCC or any other applicable law.
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 shall have the meaning set forth in Section 2.4 of the Sale and Servicing Agreement.
Texas UCC means the Uniform Commercial Code as in effect in the State of Texas, as the same may be amended, modified or supplemented. The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.
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 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 amended and in effect in the State of Texas on the date hereof; (iii) "Delaware UCC" means the Uniform Commercial Code, as amended and in effect in the State of Delaware on the date hereof; (iv) "UCC" means any of the NY UCC, the Texas UCC or the Delaware UCC, as applicable; and (v) "Applicable Law" means, with respect to each Transaction Party, those laws, rules, and regulations of the State of New York, the State of Texas and of the United States of America as in effect on the date hereof Table of Contents To the Lenders and the Administrative Agent February 14, 2007 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; or (vii) any federal or state laws or regulations relating to copyrights, patents, trademarks, or other intellectual property. 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 an executed copy of each of the following agreements, instruments and documents (hereinafter collectively called the "Opinion Documents"):
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). “UCC” means (a) the California UCC, (b) the Delaware UCC, (c) the New York UCC and/or (d) the Texas UCC, as applicable. “UCC Collateral” means that portion of the Collateral (as such term is defined in the Security Agreement) consisting of Accounts, Deposit Accounts and Securities Accounts (each as defined in the Security Agreement) and, with respect to each of the foregoing, supporting obligations and proceeds (each as defined in the New York UCC), to the extent that the New York UCC governs a security interest in such collateral. In addition, the terms “California Financing Statement,” “California Filing Office,” “Delaware Financing Statement,” “Delaware Filing Office,” “New York Financing Statement,” “New York Filing Office,” “Texas Financing Statement,” and “Texas Filing Office,” as defined in Schedule 2 hereto are used herein as so defined. “Financing Statement” means any California Financing Statement, Delaware Financing Statement, New York Financing Statement or Texas Financing Statement. We have this date delivered to you our opinion letter with respect to the enforceability of the Security Agreement and certain other transaction documents. We call to your attention that the opinions set forth herein with respect to the applicable security interests of the Administrative Agent are subject to the qualifications contained in such other opinion, including any qualification therein as to the effect of any bankruptcy, insolvency or other similar laws. Citicorp North America, Inc., as Administrative Agent June 23, 2009 Page 3 Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
Texas UCC shall have the meaning set forth in Section 2.10.