Common use of UCC; PPSA Clause in Contracts

UCC; PPSA. Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided, that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern. Any terms used in this Agreement that are defined in the PPSA shall be construed and defined as set forth in the PPSA unless otherwise defined herein; provided, that to the extent that such term is defined differently in the PPSA and in the UCC, the definition of such term in the PPSA or the UCC shall govern, as the context requires, or otherwise the definition of such term contained in the PPSA shall govern. Notwithstanding the foregoing, and unless the context so requires, (i) any term defined in this Agreement by reference to the “UCC” or the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in the PPSA, other applicable Canadian personal property security and other laws (including the Personal Property Security Act of each applicable province of Canada, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)) in all cases for the extension, preservation or betterment of the security and rights of the Collateral, (ii) all references in this Agreement to “Article 8” shall be deemed to refer also to applicable Canadian securities transfer laws (including the Securities Transfer Act of each applicable province of Canada), (iii) all references in this Agreement refer also to applicable Canadian securities transfer laws (including, the Securities Transfer Act of each applicable province of Canada (the “STA”)) shall be deemed to refer also to applicable U.S. security transfer laws (including the Exchange Act), and (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable United States or Canadian personal property security laws.

Appears in 3 contracts

Sources: Credit Agreement (PointClickCare Corp.), Credit Agreement (PointClickCare Corp.), Credit Agreement (PointClickCare Corp.)

UCC; PPSA. Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided, that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern. Any terms used in this Agreement that are defined in the PPSA shall be construed and defined as set forth in the PPSA unless otherwise defined herein; provided, that to the extent that such term is defined differently in the PPSA and in the UCC, the definition of such term in the PPSA or the UCC shall govern, as the context requires, or otherwise the definition of such term contained in the PPSA UCC shall govern. Notwithstanding the foregoing, and unless the context so requiresrequires otherwise, (i) any term defined in this Agreement by reference to the “UCC” or the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in the PPSA, other applicable Canadian personal property security and other laws Laws (including the Personal Property Security Act of each applicable province of Canada, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)) in all cases for the extension, preservation or betterment of the security and rights of the Collateral, (ii) all references in this Agreement to “Article 8” shall be deemed to refer also to applicable Canadian securities transfer laws Laws (including the Securities Transfer Act of each applicable province of Canada), (iii) all references in this Agreement refer also to applicable Canadian securities transfer laws (including, the Securities Transfer Act of each applicable province of Canada (the “STA”)) shall be deemed to refer also to and applicable U.S. security transfer laws Laws (including the Exchange Act), and (iviii) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable United States or Canadian personal property security lawsLaws.

Appears in 2 contracts

Sources: Credit Agreement (Upland Software, Inc.), Credit Agreement (Upland Software, Inc.)

UCC; PPSA. Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided, that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern. Any terms used in this Agreement that are defined in the PPSA shall be construed and defined as set forth in the PPSA unless otherwise defined herein; provided, that to the extent that such term is defined differently in the PPSA and in the UCC, the definition of such term in the PPSA or the UCC shall govern, as the context requires, or otherwise the definition of such term contained in the PPSA UCC shall govern. Notwithstanding the foregoing, and unless the context so requiresrequires otherwise, (i) any term defined in this Agreement by reference to the "UCC" or the "Uniform Commercial Code" shall also have any extended, alternative or analogous meaning given to such term in the PPSA, other applicable Canadian personal property security and other laws (including the Personal Property Security Act of each applicable province of Canada, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)) in all cases for the extension, preservation or betterment of the security and rights of the Collateral, (ii) all references in this Agreement to "Article 8" shall be deemed to refer also to applicable Canadian securities transfer laws (including the Securities Transfer Act of each applicable province of Canada), (iii) all references in this Agreement refer also to applicable Canadian securities transfer laws (including, the Securities Transfer Act of each applicable province of Canada (the "STA”)") shall be deemed to refer also to and applicable U.S. security transfer laws (including the Exchange Act), and (iviii) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable United States or Canadian personal property security laws.

Appears in 1 contract

Sources: Credit Agreement (Upland Software, Inc.)