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Look, I hate to be the bearer of bad news but if you're 3 months behind and they've started the UCC sale process, your negotiation window is probably closed. Focus on making sure they follow proper procedures and maximize the sale price so you don't end up with a huge deficiency judgment.
Ok if their UCC-1 is actually defective that changes everything. Worth checking for sure. But if it's valid, then yes, focus on the sale procedures.
That's why the Certana document verification is so valuable - it quickly tells you if you have any grounds to challenge their security interest. Upload your docs and their UCC-1, get an instant answer.
Update us on what happens! These sale of collateral under ucc situations are always educational for the rest of us. Hope you find some procedural errors that give you more time to work things out.
Smart plan. Tackle the foundational issues first - if their filing is defective nothing else matters.
Timeline is important here. UCC searches are only as good as the date you run them. With your few-week deadline, you'll want to run updated searches right before closing to make sure no new filings have appeared.
Most title companies will run updated searches as part of the closing process, but it's good to stay on top of it yourself.
With manufacturing equipment, there's also the possibility of new purchase money security interests being filed by parts suppliers or service companies.
Update: Thanks for all the advice. Ended up doing a comprehensive search that found two UCC-1 filings I initially missed - one under a slightly different corporate name and another that was a continuation of an older filing. Working with the secured parties now to get releases for the specific equipment we want. The Certana tool mentioned earlier was really helpful for organizing all the documents and making sure everything matched up properly.
Smart move getting the releases in advance. Some lenders can be slow to respond to release requests.
Good outcome. This is exactly why thorough searches are worth the extra time and cost upfront.
The key with Florida is making sure you're using the EXACT name format from the Articles of Incorporation, not the abbreviated version that sometimes shows in search results. Even something like 'Corp' vs 'Corporation' will trigger rejection. Pull the actual filed Articles and match character for character.
Just went through this exact scenario with a client filing. Turned out there was a non-breaking space character in the company name that wasn't visible but was causing the rejection. Used a document verification tool to catch it - would never have found it otherwise.
Hidden characters like that are the worst. Really need automated tools to catch them reliably.
For what it's worth, I've found that calling the SOS filing office directly can sometimes get you clearer guidance on these Section 308 interpretation questions. Not all states are helpful but some will walk through the specific requirements for your situation.
Ohio's usually pretty helpful. Just have your filing number and debtor info ready when you call.
Assuming you can get through to a human and not stuck in phone tree hell for 45 minutes...
Update us when you get this resolved! I'm dealing with a similar Section 308 situation and curious how the amendment-first approach works out for you.
Will do. Planning to file the amendment this week and then the continuation next month. I'll report back on how smoothly it goes.
Hannah White
For your specific situation with three laser cutters, I'd go with: 'Three industrial laser cutting machines: [Brand Model X, Serial #123], [Brand Model Y, Serial #456], [Brand Model Z, Serial #789], together with all attachments, accessories, and related equipment.' This gives you the specificity for the main items plus coverage for related components.
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Mia Green
•That's a good template. I like how it covers the specific machines but also includes related equipment. Thanks for the practical example!
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Michael Green
•Perfect approach. Specific enough to avoid ambiguity but broad enough to cover accessories and related items.
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Mateo Silva
Just to add another perspective - I've handled several equipment financing deals and usually see a mix of approaches. Some lenders want everything super detailed, others prefer broader descriptions. It often depends on their internal policies and risk tolerance. But for $280K in identified goods, detailed descriptions are definitely the safer route.
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Cameron Black
•True, though from a legal standpoint, more detail is usually better for enforcement purposes, regardless of lender preference.
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Jessica Nguyen
•I always try to balance lender preferences with legal protection. Usually works out to something in the middle - specific but not overly complex.
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