UCC Sale definition

UCC Sale has the meaning set forth in Section 2.4(f)(i).
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UCC Sale means that certain public auction sale pursuant to the Uniform Commercial Code held on May 4, 2012, after satisfaction of all public or private notice requirements applicable thereto, pursuant to which RPM purchased and acquired all right, title and interest of PIM in, to and under the Telecommunications Contracts and certain related personal property assets comprising the Telecommunications System.
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UCC Sale means any public or private sale of the Equity Interests under the UCC following a default under the Junior Mezz Loan.
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Examples of UCC Sale in a sentence

  • Under the terms of the Bill of Sale from BB&T, Innegra received “all Intellectual Property used by Debtor in the manufacture, sale or other commercialization of performance fibers.” If the battery separator technology trade secrets were used by Debtor in the manufacture, sale or other commercialization of performance fibers, then Innegra bought those trade secrets at the UCC Sale.

  • By separate letter dated April 19, 2021, Mezzanine Lender gave notice of the public disposition of the Mezzanine Collateral pursuant to NY UCC § 9-611 (the “ UCC Sale”).The Mezzanine UCC Sale was originally scheduled to take place on June 4, 2021.

  • Since Innegra concedes that it does not assert that the battery separator technology was a commercial tort claim previously owned by Innegrity, there is no genuine issue of material fact as to whether any commercial tort claims were sold at the UCC Sale and the Trustee is entitled to judgment as a matter of law that no commercial tort claims relating to the battery separator technology were sold to Innegra.

  • Moreover, Mezzanine Lender determined that it was prudent to continue the UCC Sale because it had serious concerns that if the Mezzanine Lender went forward with the UCC Sale, the Debtors would file bankruptcy to block the UCC Sale, and the Mezzanine Lender believed that the Debtors filing a bankruptcy without a pre-packaged or pre-arranged restructuring transaction would jeopardize operations and construction at the resort and would fail to preserve and maximize value for the benefit of all stakeholders.

  • Although under no obligation to do so, Mezzanine Lender—in response to Mezzanine Borrower’s request—agreed and subsequently continued the UCC Sale on a number of occasions to allow the Non-Debtor Parties and the Non-Debtor Affiliates to continue discussions in good faith for a possible resolution that would create value for all of the holders of membership interests in Holding—including HRV (one of the Holland Parties)—instead of foreclosing and wiping out the Members’ interest.

  • Plaintiff’s winning credit bid was $86 million, some $100 million below the appraised value of the Property at the time the UCC Sale was originally scheduled in February 2016.

  • Mezzanine Borrower requested that Mezzanine Lender postpone the UCC Sale to allow for the Mezzanine Borrower and Senior Borrower to reach an agreement with Senior Lender and Mezzanine Lender to avoid foreclosure.

  • On February 17, 2016, Borrowers filed a motion for a preliminary injunction to prevent the UCC Sale.

  • Justice Sherwood ordered that the UCC Sale could proceed on February 29, 2016.

  • Contrary to the Holland Parties’ unsupported aspersions, the Mezzanine Lender has continued to work cooperatively with the Debtors and Majority Members to reach an amicable resolution instead of allowing a UCC Sale to occur.

Related to UCC Sale

  • Public Sale means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Public conveyance means a conveyance that the public or a portion of the public has access to and a right to use for transportation, including an airline, railroad, bus, boat, or other public conveyance.

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets (including conduit and warehouse financings) and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary).

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • prospective sale means a sale which is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Permitted Securitization means, for any Borrower and its Subsidiaries, any sale, assignment, conveyance, grant and/or contribution, or series of related sales, assignments, conveyances, grants and/or contributions, by such Borrower or any of its Subsidiaries of Receivables (or purported sale, assignment, conveyance, grant and/or contribution) to a trust, corporation or other entity, where the purchase of such Receivables may be funded or exchanged in whole or in part by the incurrence or issuance by the applicable Securitization SPV, if any, of Indebtedness or securities (such Indebtedness and securities being “Attributable Securitization Obligations”) that are to be secured by or otherwise satisfied by payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by a Securitization SPV owed to any Borrower or any of its Subsidiaries, which Indebtedness represents all or a portion of the purchase price or other consideration paid by such Securitization SPV for such receivables or interests therein), where (i) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrower or any of its Subsidiaries, as applicable, in respect of Receivables sold, assigned, conveyed, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under Applicable Laws (including debtor relief laws) and (ii) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of any Securitization SPV in respect of Receivables sold, assigned, conveyed, granted or contributed or payments made in respect thereof, are customary for transactions of this type.

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Delivery sale means any sale of a vapor product to a

  • Sale or Pledge means a voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a legal or beneficial interest.

  • Subsequent Transfer Instrument Each subsequent transfer instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form of Exhibit L, by which Subsequent Mortgage Loans are sold to the Trust Fund.

  • Eligible Substitute Mortgage Loan With respect to a Mortgage Loan substituted by the Transferor for a Deleted Mortgage Loan, a Mortgage Loan which must, on the date of such substitution, (i) have a Principal Balance, (or, in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Principal Balance), not in excess of, and not more than 10% less than the Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Section 2.03 hereof; (vi) be the same credit grade category as the Deleted Mortgage Loan; (vii) have the same prepayment penalty term; and (viii) not be a Cooperative Mortgage Loan unless the Deleted Mortgage Loan was a Cooperative Mortgage Loan.

  • Subsequent Sale means the sale of additional Securitization Property by the Seller to the Issuer after the Initial Transfer Date, subject to the satisfaction of the conditions specified in the Sale Agreement and the Indenture.

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to:

  • Qualified Securitization Financing means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (a) the Board of Directors shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Securitization Subsidiary, (b) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer) and (c) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Issuer or any of its Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Agreement and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Approved Sale has the meaning set forth in 2.1(d).

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Substitute Mortgage Loan A Mortgage Loan substituted by the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit L, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not more than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have an Adjusted Net Mortgage Rate not lower than the Adjusted Net Mortgage Rate of the Deleted Mortgage Loan, provided that the Master Servicing Fee for the Substitute Mortgage Loan shall be equal to or greater than that of the Deleted Mortgage Loan; (iii) have a maximum mortgage rate not more than 1% per annum higher or lower than the maximum mortgage rate of the Deleted Mortgage Loan; (iv) have a minimum mortgage rate specified in its related Mortgage Note not more than 1% per annum higher or lower than the minimum mortgage rate of the Deleted Mortgage Loan; (v) have the same mortgage index, reset period and periodic rate as the Deleted Mortgage Loan and a gross margin not more than 1% per annum higher or lower than that of the Deleted Mortgage Loan (vi) be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (vii) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (viii) not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan and (ix) comply with each representation and warranty set forth in Section 2.3 hereof.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person: