Common use of Exclusion of Immaterial Subsidiaries Clause in Contracts

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5% of the Tangible Assets or 5% of consolidated total revenues, in each case, of the Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (f) or (g) of Section 8.01 pursuant to this Section 8.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of a Default has occurred under clause (fh) or (gi) of Section 8.017.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5% of the Tangible Total Assets of the Borrower and the Restricted Subsidiaries or 5% of consolidated the total revenues, in each case, revenues of the Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (fh) or (gi) of Section 8.01 7.01 pursuant to this Section 8.03 7.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (fh), (i) or (gj) of Section 8.017.01, any reference in any such clause to any Restricted Subsidiary subsidiary shall be deemed not to include any Restricted Subsidiary subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets (on a consolidated basis including its Subsidiaries) with a value in excess of 55.0% of the Tangible Total Assets or 55.0% of consolidated total revenues, in each case, revenues of the Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (fh), (i) or (gj) of Section 8.01 7.01 pursuant to this Section 8.03 7.02 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfiedsatisfied and the percentage of the Total Assets or total revenues referred to above shall be 10% rather than 5% (any Subsidiary not excluded by virtue of this Section 7.02, a “Material Subsidiary,” it being understood that the Borrower shall designate from time to time, in order not to exceed the 10% threshold, Subsidiaries not meeting the 5% threshold as Material Subsidiaries).

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (fh) or (gi) of Section 8.017.01, any reference in any such clause to any Restricted Subsidiary subsidiary shall be deemed not to include any Restricted Subsidiary subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 55.0% of the Tangible Consolidated Total Assets or 55.0% of consolidated total revenues, in each case, revenues of the Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (fh) or (gi) of Section 8.01 7.01 pursuant to this Section 8.03 7.02 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of a Default has occurred under clause (fSection 7.01(h) or (g) of Section 8.01i), any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5% of the Tangible Assets consolidated total assets of the Borrower and the Restricted Subsidiaries or 5% of consolidated the total revenues, in each case, revenues of the Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (fSection 7.01(h) or (gi) of Section 8.01 pursuant to this Section 8.03 7.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of a Default has occurred under clause (fh) or (gi) of Section 8.017.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower Holdings most recently ended, have assets with a value in excess of 5% of the Tangible Total Assets of Holdings and the Restricted Subsidiaries or 5% of consolidated the total revenues, in each case, revenues of the Borrower Holdings and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (fh) or (gi) of Section 8.01 7.01 pursuant to this Section 8.03 7.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower Company most recently ended, have assets with a value in excess of 5% of the Tangible Assets or 5% of consolidated total revenues, in each case, of the Borrower Company and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (f) or (g) of Section 8.01 pursuant to this Section 8.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of a Default has occurred under clause Section 7.01(h), (fi), (j) or (go) of Section 8.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5% of the Tangible Assets consolidated total assets of the Borrower and the Restricted Subsidiaries or 5% of consolidated the total revenues, in each case, revenues of the Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause Section 7.01(h), (fi), (j) or (go) of Section 8.01 pursuant to this Section 8.03 7.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (fh), (i) or (gj) of Section 8.017.01, any reference in any such clause to any Restricted Subsidiary subsidiary shall be deemed not to include any Restricted Subsidiary subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets (on a consolidated basis including its Subsidiaries) with a value in excess of 55.0% of the Tangible Total Assets or 55.0% of consolidated total revenues, in each case, revenues of the Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (fh), (i) or (gj) of Section 8.01 7.01 pursuant to this Section 8.03 7.02 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfiedsatisfied and the percentage of the Total Assets or total revenues referred to above shall be 10% rather than 5% (any Subsidiary not excluded by virtue of this Section 7.02, a "Material Subsidiary," it being understood that the Borrower shall designate from time to time, in order not to exceed the 10% threshold, Subsidiaries not meeting the 5% threshold as Material Subsidiaries).

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (fh) or (gi) of Section 8.017.01, any reference in any such clause to any Restricted Subsidiary subsidiary (other than the Borrower) shall be deemed not to include any Restricted Subsidiary subsidiary (other than the Borrower) affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower HoldingsParent most recently ended, have assets with a value in excess of 55.0% of the Tangible Consolidated Total Assets or 55.0% of consolidated total revenues, in each case, revenues of the Borrower HoldingsParent and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (fh) or (gi) of Section 8.01 7.01 pursuant to this Section 8.03 7.02 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary of Wilpinjong Opco shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Main Borrower most recently ended, have assets with a value in excess of 5% of the Tangible Assets or 5% of consolidated total revenues, in each case, of the Main Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (f) or (g) of Section 8.01 pursuant to this Section 8.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (fh) or (gi) of Section 8.017.01, any reference in any such clause to any Restricted Subsidiary subsidiary (other than the Borrower) shall be deemed not to include any Restricted Subsidiary subsidiary (other than the Borrower) affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower Parent most recently ended, have assets with a value in excess of 55.0% of the Tangible Consolidated Total Assets or 55.0% of consolidated total revenues, in each case, revenues of the Borrower Parent and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (fh) or (gi) of Section 8.01 7.01 pursuant to this Section 8.03 7.02 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (fSection 7.01(h) or (g) of Section 8.01i), any reference in any such clause to any Restricted Subsidiary shall be deemed not to include exclude any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5% of the Tangible Assets or 5% of consolidated total revenues, in each case, assets of the Borrower and the Restricted Subsidiaries on a consolidated basis as of such dateday or have 5% of the total revenues of the Borrower and the Restricted Subsidiaries on a consolidated basis for the four fiscal quarter period ended on such day; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (fSection 7.01(h) or (gi) of Section 8.01 pursuant to this Section 8.03 7.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower Borrowers most recently ended, have assets with a value in excess of 5% of the Tangible Assets or 5% 130 of consolidated total revenues, in each case, of the Borrower Surviving Parent, the Borrowers and the their Restricted Subsidiaries as of such date; provided provided, that if it is necessary to exclude more than one Restricted Subsidiary from clause (f) or (g) of Section 8.01 pursuant to this Section 8.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower Borrowers most recently ended, have assets with a value in excess of 5% of the Tangible Assets or 5% of consolidated total revenues, in each case, of the Borrower Borrowers and the their Restricted Subsidiaries as of such date; provided provided, that if it is necessary to exclude more than one Restricted Subsidiary from clause (f) or (g) of Section 8.01 pursuant to this Section 8.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower Borrowers most recently ended, have assets with a value in excess of 5% of the Tangible Assets or 5% of consolidated total revenues, in each case, of the Borrower Surviving Parent, the Borrowers and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (f) or (g) of Section 8.01 pursuant to this Section 8.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5% of the Tangible Assets or 5% of consolidated total revenues, in each case, of the Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (f) or (g) of Section 8.01 pursuant to this Section 8.03 in order to avoid an Event of Default thereunder, all excluded Restricted 116 Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of a Default has occurred under clause (fh), (i) or (gj) of Section 8.017.01, any reference in any such clause to any “Restricted Subsidiary Subsidiary” shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 55.0% of the Tangible Assets or 5% of total consolidated total revenues, in each case, assets of the Borrower and the Restricted Subsidiaries as of such date; , provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (fh), (i) or (gj) of Section 8.01 7.01 pursuant to this Section 8.03 in order to avoid an Event of a Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5% of the Tangible Assets or 5% of consolidated total revenues, in each case, of the Borrower and the Restricted Subsidiaries as of such date; 146 provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (f) or (g) of Section 8.01 pursuant to this Section 8.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently endedended for which financial statements have been delivered (or were to be delivered) pursuant to Section 6.01(a) or 6.01(b), have assets with a value in excess of 5% of the Tangible Assets or 5% of consolidated total revenues, in each case, of the Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (f) or (g) of Section 8.01 pursuant to this Section 8.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.