Section 7-9A-902 Definitions.

For the purposes of this part, the following terms have the following meanings: (1) AFFILIATE. Includes: a. A person that directly or indirectly owns, controls, or holds, with power to vote, 20 percent or more of the outstanding voting interests of another person, other than a person that holds the interests: 1. In a fiduciary or agency capacity without sole discretionary power to vote the interests; or 2. Solely to secure a debt, if the person has not in fact exercised the power to vote; b. A person with 20 percent or more of the person’s outstanding voting interests directly or indirectly owned, controlled, or held, with power to vote, by another person; c. A person whose business is operated under a lease or operating agreement by another person, or a person substantially all of whose assets are controlled by the other person; or d. A person that operates the business or substantially all the assets of another person under a lease or operating agreement. (2) ASSET. A legal or equitable interest in property of an assignor, regardless of the person holding or in possession, custody, or control of the property or where the property is located. The term does not include: a. A legal or equitable interest in property restricted from assignment if the restriction is effective under other law, unless the other law permits assignment with the consent of another person and the person consents to the assignment in a manner permitted by the other law; or b. If the assignor is an individual, a legal or equitable interest in property to the extent the equitable interest is exempt from legal process under other law. (3) ASSIGNED ASSET. An asset transferred under an assignment. (4) ASSIGNEE. A person to which assets are transferred under an assignment. (5) ASSIGNMENT. A transfer by a person of all the person’s assets to another person for the benefit of the transferor’s creditors. (6) ASSIGNMENT AGREEMENT. An agreement that transfers or provides for a transfer of all the assignor’s assets. (7) ASSIGNMENT ESTATE. The assets held at a given time by the assignee under an assignment. (8) ASSIGNOR. A person whose assets are transferred under an assignment. (9) CLAIM. A creditor’s right to payment or to an equitable remedy, regardless of whether the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured. (10) COHABITANT. Each of two individuals not married to each other who live together as a couple after each has reached the age of majority or been emancipated. (11) CREDITOR. A person that has a claim against an assigned asset or the assignor. (12) ELECTRONIC. Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (13) GOOD FAITH. Honesty in fact and the observance of reasonable commercial standards of fair dealing. (14) INSIDER. Includes: a. In the case of an individual: 1. A relative of the individual; 2. A partnership or limited liability company in which the individual is a general partner or managing member; or 3. An organization of which the individual is a director, officer, or person in control; b. In the case of an organization: 1. A director, officer, manager, or other person in control of or with controlling equity interest in the organization; 2. A partnership or limited liability company in which the organization is a general partner or managing member; 3. A general partner or managing member of the organization; or 4. A relative of a general partner, managing member, director, officer, manager, or other person in control of or with controlling equity interest in the organization; c. An affiliate; or d. A managing agent of an organization. (15) LIEN. An interest in an asset which secures payment or performance of an obligation. (16) ORGANIZATION. A person other than an individual. (17) PERFECTED LIEN. Includes: a. A lien on real property other than fixtures on which a bona fide purchaser of the property cannot acquire an interest superior to the interest of the lienholder; or b. A lien on fixtures or property other than real property on which a creditor cannot acquire a lien by attachment, levy, or the like which is superior to the interest of the lienholder. (18) PERSON. An individual, estate, for-profit or nonprofit entity, government or governmental subdivision, agency, instrumentality, or other legal entity. The term includes a protected series, however denominated, of an entity if the protected series is established under law that limits, or limits if conditions specified under law are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of the protected series. (19) PROOF OF CLAIM. A record a creditor submits to an assignee to evidence the creditor’s claim. (20) RECORD. Information: a. Inscribed on a tangible medium; or b. Stored in an electronic or other medium and retrievable in perceivable form. (21) RELATIVE. An individual related by affinity or consanguinity within the third degree or a cohabitant. (22) SECURITY INTEREST. A lien created by an agreement. (23) SEND. In connection with a record or notification, means: a. To deposit in the mail, deliver for transmission, or transmit by any other usual means of communication, with postage or cost of transmission provided for, addressed to any address reasonable under the circumstances; or b. To cause the record or notification to be received within the time the record or notification would have been received if properly sent under paragraph a. (24) SIGN. With present intent to authenticate or adopt a record, means: a. Execute or adopt a tangible symbol; or b. Attach to or logically associate with the record an electronic symbol, sound, or process. (25) STATE. A state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any other territory or possession subject to the jurisdiction of the United States. The term includes a federally recognized Indian tribe. (26) TRANSFER. Disposing of or parting with an asset or with an interest in an asset, regardless of whether the disposition or parting is indirect, conditional, or involuntary.