Truly Agreed, 2016

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SS HCS HB 1765, 2016    (New Section - Proposed Language)

515.505. As used in sections 515.500 to 515.665, the following terms shall mean:
     (1) "Affiliate":
     (a) A person that directly or indirectly owns, controls, or holds with power to vote twenty percent or more of the outstanding voting interests of a debtor, other than:
     a. An entity that holds such securities in a fiduciary or agency capacity without sole discretionary power to vote such interests; or
     b. Solely to secure a debt, if such entity has not in fact exercised such power to vote;
     (b) A person whose business is operated under a lease or operating agreement by a debtor, or a person substantially all of whose property is operated under an operating agreement with a debtor; or
     (c) A person that directly or indirectly operates the business or substantially all of the property of the debtor under a lease or operating agreement or similar arrangement;
     (2) "Claim", a right to payment whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured;
     (3) "Court", a circuit court of the state of Missouri before which an application to appoint a receiver under sections 515.500 to 515.665 has been made or granted, or before which a receivership action under sections 515.500 to 515.665 is pending;
     (4) "Creditor", a person that has a claim against the debtor that arose at the time of or before the appointment of a receiver pursuant to sections 515.500 to 515.665;
     (5) "Debt", liability on a claim;
     (6) "Debtor", a person as to which a receiver is sought to be appointed or a court appoints pursuant to sections 515.500 to 515.665, a person who owns property as to which a receiver is sought to be appointed or a court appoints a receiver pursuant to sections 515.500 to 515.665, a person as to which a receiver has been appointed by a court in a foreign jurisdiction, or a person who owns property as to which a receiver has been appointed by a court in a foreign jurisdiction;
     (7) "Entity", a person other than a natural person;
     (8) "Estate property", property as to which a court appoints a receiver pursuant to sections 515.500 to 515.665;
     (9) "Executory contract", a contract, including a lease, where the obligations of the debtor and the counter party or counter parties to the contract are unperformed to the extent that the failure of either party to complete performance of its obligations would constitute a material breach of the contract, thereby excusing the other party's performance of its obligations under the contract;
     (10) "Foreign jurisdiction", any state or federal jurisdiction other than that of this state;
     (11) "Insolvent", a financial status or condition such that the sum of the person's debts is greater than the value of such person's property, at fair valuation;
     (12) "Lien", a charge against property or an interest in property to secure payment of a debt or performance of an obligation whether created voluntarily or by operation of law;
     (13) "Notice and a hearing", such notice as is appropriate and an opportunity for hearing if one is requested. Absent request for hearing by an appropriate person or party in interest, the term notice and a hearing does not indicate a requirement for an actual hearing unless the court so orders;
     (14) "Party", a person who is a party to the action, becomes a party to the action, or shall be joined or shall be allowed to intervene in the action pursuant to the rules of the Missouri supreme court, including, without limitation, any person needed for just adjudication of the action;
     (15) "Party in interest", the debtor, any party, the receiver, any person with an ownership interest in or lien against estate property or property sought to become estate property, any person that, with respect to particular matters presented in the receivership, has an interest that will be affected, and, in a general receivership, any creditor of the debtor;
     (16) "Person", includes natural persons, partnerships, limited liability companies, corporations, and other entities recognized under the laws of this state;
     (17) "Property", any right, title, and interest, of the debtor, whether legal or equitable, tangible or intangible, in real and personal property, regardless of the manner by which such rights were or are acquired, but does not include property of an individual person exempt from execution under the laws of this state; provided however, that estate property includes any nonexempt interest in property that is partially exempt. Property includes, but is not limited to, any proceeds, products, offspring, rents, or profits of or from property. Property does not include any power that a debtor may exercise solely for the benefit of another person or property impressed with a trust except to the extent that the debtor has a residual interest;
     (18) "Receiver", a receiver appointed by a court pursuant to sections 515.500 to 515.665;
     (19) "Receivership", the estate created pursuant to the court's order or orders appointing a receiver pursuant to sections 515.500 to 515.665, including all estate property and the interests, rights, powers, and duties of the receiver and all parties in interest relating to estate property;
     (20) "Receivership action", the action as to which a receiver is sought to be appointed or a court appoints a receiver pursuant to sections 515.500 to 515.665;
     (21) "Secured creditor", a creditor that has a security interest or other lien on estate property.


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