what does in the ordinary course mean

In the Ordinary Course of Business means all such acts and transactions undertaken by the Company, including, but not limited to sale or purchase of goods, property or services, leases, transfers, providing of guarantees or collaterals, in the normal routine in managing trade or business and is not a standalone transaction.

Full Answer

What is the ordinary course of business?

in the ordinary, normal, etc. course of eˈvents, ˈthings, etc. as things usually happen: In the normal course of events we would not treat her disappearance as suspicious. See also: course , of

What does it mean to buy in ordinary course?

Ordinary Course of Business means an action which is taken in the ordinary course of the normal day-to-day operations of the Person taking such action consistent with the past practices of such Person, is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority) and is similar in nature and …

What is the meaning of in the ordinary course of events?

In the Ordinary Course of Business means the usual and necessary activities connected to the day-to-day conduct and maintenance of the business as a going concern and, for the avoidance of doubt, does not include one-off or infrequent transactions;

What is the meaning of the word ordinary?

Feb 15, 2022 · The ordinary course of business is anything that falls within the scope of activities that would be considered normal for a business. When the legality or legitimacy of transactions is challenged, one of the tests used to determine whether the challenge has merit is to examine the transaction to see if it was within the ordinary course of business.

What does kept in the ordinary course of business mean?

The ordinary course of business is a standard used to indicate within a specified period, a business: Has been conducted consistently within the scope of past commercial customs and practices. Has not incurred any liabilities outside the day-to-day operations.

What is a buyer in the ordinary course?

(9) "Buyer in ordinary course of business" means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind.

What is an ordinary transaction?

Ordinary Transactions: The operations which fall within the ordinary course of business and related financial activities.

What is money under the UCC?

Cash proceeds consist of “money, checks, deposit accounts, or the like.” U.C.C. § 9-102 (a)(9). Article 9 further assists secured parties by continuing indefinitely perfection of security interests in “identifiable cash proceeds” if the security interest in the original collateral was properly perfected.Dec 18, 2009

What is a sale as defined by the UCC?

A "sale" consists in the passing of title from the seller to the buyer for a price (Section 2-401). A "present sale" means a sale which is accomplished by the making of the contract.

What is considered an ordinary gain?

What is ordinary income? In broad terms, ordinary income is money earned from working. This includes hourly wages, salaries, tips, commissions, interest earned from bonds, income earned from a business, some rents and royalties, short-term capital gains that are held for no more than a year, and unqualified dividends.

What is ordinary gain or loss?

An ordinary loss is loss realized by a taxpayer when expenses exceed revenues in normal business operations. Ordinary losses are those losses incurred by a taxpayer which are not capital losses. An ordinary loss is fully deductible to offset income thereby reducing the tax owed by a taxpayer.

What is ordinary capital gain?

Ordinary income includes items such as wages and interest income. Capital gains arise when you sell a capital asset, such as a stock, for more than its purchase price, or basis. Capital gains are further subdivided into short term and long term.

Examples of Ordinary Course of Business in a sentence

No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be included in the limits provided above) satisfactory to Agent.

More Definitions of Ordinary Course of Business

Ordinary Course of Business means any action taken by a Person that is in the ordinary course of the normal, day -to-day operations of such Person and is consistent with the past practices of such Person.

Examples of In the Ordinary Course of Business in a sentence

Authorizing the Banks to Continue to Maintain, Service, and Administer the Bank Accounts In the Ordinary Course of Business Is Also Appropriate and Warranted.

More Definitions of In the Ordinary Course of Business

In the Ordinary Course of Business means in the ordinary course of business of Borrower and the Subsidiaries and on ordinary business terms.

What is ordinary course of business?

The ordinary course of business is anything that falls within the scope of activities that would be considered normal for a business. When the legality or legitimacy of transactions is challenged, one of the tests used to determine whether ...

What degree does Mary have?

Mary has a liberal arts degree from Goddard College and spends her free time reading, cooking, and exploring the great outdoors.

What is legal code?

Legal codes pertaining to business matters usually define this terminology for the benefit of people involved in legal disputes, and there may be further definitions in the areas of the legal code that cover specific industries. In order to be within the ordinary course of business, a transaction must adhere to the practices and customs ...

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What is a buyer in the ordinary course of business?

Section 1-201 of the Uniform Commercial Code defines a "Buyer in the ordinary course of business" by a four-part test: a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods [e.g. a security interest ] , and in the ordinary course from a person, other than a pawnbroker, ...

What is an OCB?

In United States law, the ordinary course of business ( OCB) covers the usual transactions, customs and practices of a certain business and of a certain firm. This term is used particularly to judge the validity of certain transactions. It is used in several different sections of the Uniform Commercial Code of the United States.

What is subjective prong in OCB?

creditor relying on the subjective prong of the OCB defense must first demonstrate a pre-preference period payment history or “baseline of dealing” between the debtor and the creditor and then compare that to the alleged preferential transfers. As part of this analysis, the court usually considers the following factors: (i) the length of time the parties were engaged in the type of dealing at issue; (ii) whether the amounts of the alleged preferential transfers were larger than prior payments; (iii) whether the payments were tendered in a manner different from previous payments; (iv) whether there was any unusual action by either the debtor or the creditor to collect or pay the debt; and (v) whether the creditor did anything to gain an advantage in light of the debtor’s deteriorating financial condition.

What is the applicability of the subjective prong of the OCB defense?

Most court decisions dealing with the applicability of the subjective prong of the OCB defense have relied on the consistency in the timing of the alleged preference payments compared with the timing of payments during the parties’ prior course of dealing before the preference period. The courts have compared the timing of the payments made during and prior to the preference period based on a variety of methodologies that have sometimes led to conflicting decisions.

What is the OCB defense?

The OCB defense requires proof, by a preponderance of the evidence that (1) the alleged preferential transfer paid a debt that was incurred in the ordinary course of the debtor’s and creditor’s business or financial affairs— which merely requires proof of a trade creditor’s extension of credit terms to the debtor—and (2) that the transfer was either (a) made in the ordinary course of the debtor’s and creditor’s business or financial affairs (the “subjective” part of the OCB defense), or (b) made according to ordinary business terms (the “objective” part of the OCB defense).

Does bankruptcy reduce preference liability?

New value that remains unpaid on the bankruptcy filing date always reduces preference liability. However, courts have reached conflicting holdings on whether new value that was ultimately paid during the preference period should reduce preference liability.

What is Cen-Tex Plaster?

Satija v. C-T Plaster, Inc., aka Cen-Tex Plaster, Inc., et al. (In re Sterry Industries, Inc.), the United States Bankruptcy Court for the Western District of Texas court analyzed the subjective OCB defense by a defendant whose ownership, and course of dealing, had changed prior to the preference period. Sterry and the defendant had a business relationship for some time prior to Sterry’s bankruptcy filing. Up until six months before Sterry’s bankruptcy, each invoice was on “Net 30” terms. Sterry would generally mail a check to the defendant but sometimes a representative of the defendant picked up the check.

What is a paid new value defense?

The paid new value defense has been further complicated where the new value was paid for or the creditor otherwise recovered the new value after the bankruptcy filing. This occurs where (1) a creditor received payment of the new value post-petition pursuant to court order, such as a critical vendor order, or (2) the creditor reclaimed the goods that were part of its new value defense, or (3) the debtor returned the new value to the creditor. The few courts that have addressed this issue have reached conflicting holdings over whether a creditor’s new value defense would be reduced by the debtor’s post-petition repayment or return of new value pursuant to a court order.

What does a vigilant debtor do?

That is the key to providing a creditor with increased leverage to resolve its preference exposure on the most favorable terms.

What is ordinary course covenant?

Ordinary course covenants will include a carve-out for actions taken with the buyer’s consent. Usually (60%) the carve-out will be framed so that the buyer cannot unreasonably withhold its consent. Ordinary course covenants are rarely defined. Most parties instead rely on the ‘plain meaning’ of these clauses.

What is MAE clause?

MAE clauses are a common means of allocating the risks presented by adverse business or economic developments occurring between the signing and the closing of an acquisition.