Certain Foreign Subsidiaries Sample Clauses
The "Certain Foreign Subsidiaries" clause defines how specific subsidiaries of a company that are incorporated or operate outside the home country are treated under the agreement. This clause typically identifies which foreign subsidiaries are subject to the agreement’s terms, such as reporting requirements, guarantees, or compliance obligations, and may exclude others based on criteria like jurisdiction or ownership percentage. Its core function is to clarify the scope of the agreement as it relates to international entities, ensuring that both parties understand which foreign subsidiaries are covered and thereby reducing ambiguity and potential disputes.
Certain Foreign Subsidiaries. Upon the written request of the Administrative Agent following a Change in Law pursuant to which the Administrative Agent reasonably determines that the circumstances causing the undistributed earnings of any Foreign Subsidiary (as determined for United States federal income tax purposes) to be treated as a deemed dividend to the Borrower or any Domestic Subsidiary for U.S. federal income tax purposes or such other circumstances no longer subject the Borrower or any Domestic Subsidiary to liability for any additional United States income taxes by virtue of Section 956 of the Code or any other applicable provision of the Code (“CFC Pledge Restrictions”), unless (x) counsel for the Company reasonably acceptable to the Administrative Agent provides, within 60 days after such written request of the Administrative Agent, a written opinion addressed to the Borrower and the Administrative Agent, in form and substance mutually satisfactory to the Borrower and the Administrative Agent to the effect that, with respect to any direct Foreign Subsidiary of any Loan Party that has not already had all of the Equity Interests issued by it pledged pursuant to the Collateral Documents, a pledge of more than 66.0% of the total combined voting power of all classes of Equity Interests of such Foreign Subsidiary entitled to vote could reasonably be expected, despite such Change in Law, to continue to be subject to a CFC Pledge Restriction, then (y) that portion of such Foreign Subsidiary’s outstanding Equity Interests issued by such Foreign Subsidiary not theretofore pledged pursuant to the relevant Collateral Document shall be pledged to the Collateral Trustee for the benefit of the Secured Parties pursuant to a supplement to the relevant Collateral Document (or another pledge agreement in substantially identical form, if needed) to the extent that entering into such Collateral Document is permitted by the Laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 6.13(c) to be in form, scope and substance reasonably satisfactory to the Collateral Trustee.
Certain Foreign Subsidiaries. Not permit any of Qumu Japan, Qumu Middle East and Qumu Singapore to incur any liabilities in excess of $500,000 in the aggregate at any time, own or acquire any assets or Capital Securities other than de minimis amounts of assets incidental to the conduct of their business and not permit Qumu Japan, Qumu Middle East and Qumu Singapore, taken as a whole, to have gross revenue in excess of $1,000,000 for the immediately preceding twelve (12) fiscal months, provided however, such limitation shall not apply to the extent the Loan Parties take such actions as further described in Section 10.9 hereof as reasonably requested by the Administrative Agent with respect to a pledge of the Capital Securities of Qumu Japan, Qumu Middle East and Qumu Singapore.
Certain Foreign Subsidiaries. Qumu Japan, Qumu Middle East and Qumu Singapore, do not own any assets or Capital Securities other than de minimis amounts of assets incidental to the conduct of their business.
Certain Foreign Subsidiaries. Despite any provision to the contrary in this Agreement or any other Loan Document, no Borrower shall have any obligation directly or indirectly in respect of any Obligations to the extent that any such Obligation would result in an inclusion under section 956 of the Code for the Company or any of its Subsidiaries (calculated assuming in all events no limitation on the “earnings and profits” or “applicable earnings” of the relevant controlled foreign corporation as applied in that section).
Certain Foreign Subsidiaries. Cause the Capital Stock of all active Subsidiaries of Choice Hotels Netherlands Antilles N.V. as of the Closing Date that continue in the future to be owned, directly or indirectly, by the Borrower, to continue to be owned, directly or indirectly, by Choice Hotels Netherlands Antilles N.V. or another holding company Subsidiary that is not a Domestic Subsidiary (such holding company Subsidiary, an “Alternate Foreign Holding Subsidiary”) where at least (but not greater than) 65% of all of the Capital Stock of such Alternate Foreign Holding Subsidiary has been pledged to the Administrative Agent pursuant to the Security Agreement or a duly executed Security Agreement Supplement and the Administrative Agent shall have received such Security Agreement Supplement and the documents and items described in Section 5.09(a)(ii) with respect to such holding company Subsidiary and the related pledgor.
Certain Foreign Subsidiaries. To the extent and at such times as are reasonably requested by the Administrative Agent, the Borrower shall contribute to Hill International N.V. all equity interests owned by it in identified foreign Subsidiaries.