Contributed Subsidiary definition

Contributed Subsidiary means a Citigroup Contributed Subsidiary or a Xxxxxx Xxxxxxx Contributed Subsidiary, as the context requires.
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Contributed Subsidiary has the meaning set forth in the Recitals to this Agreement.
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Contributed Subsidiary means each Iris Contributed Subsidiary, Oracle Contributed Subsidiary and Xxxxxx Contributed Subsidiary.
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Examples of Contributed Subsidiary in a sentence

  • The Business of such Contributed Subsidiary has obtained, maintained and is in compliance with (and since January 1, 2010 has been in compliance with) all Governmental Approvals required to enable such Business to be operated, except for any non-compliance which has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Business.

  • Such Parent, or a member of such Parent’s Group, has good and marketable title to all of the equity interests of such Contributed Subsidiary, free and clear of all Liens.

  • Except for this Agreement, the agreements expressly contemplated by this Agreement and as set forth in Schedule 6.18, there are no Contracts between Fujitsu or any of its Affiliates, on the one hand, and the Fujitsu Contributed Subsidiary, the Joint Venture or FASL (Japan), on the other hand.

  • No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions based upon any arrangements made by or on behalf of any Contributed Subsidiary.

  • Such Contributed Subsidiary has not licensed or otherwise granted to any Person the right to use or occupy any of its Real Property.

  • Until the sale is effected, the Contributed Subsidiary will hold the relevant Divesting Assets separate from its other businesses to the extent that doing so is necessary or desirable to obtain any Governmental Approval needed pursuant to any applicable Antitrust Laws to consummate the Contemplated Transactions or to avoid or eliminate impediments under any antitrust Law that may be asserted by any Governmental Entity with respect to the Contemplated Transactions.

  • The Fujitsu Contributed Subsidiary is not a party to any joint venture or partnership.

  • No AMD Contributed Subsidiary has any obligation to make any payment of any amount to any Person which would not be deductible by reasons of Code Section 280G.

  • Upon the consummation of the - 29 - Contemplated Transactions, Newco will hold, directly or indirectly, all of the equity interests of such Contributed Subsidiary and will receive good and valid title to all of the issued and outstanding equity interests of such Contributed Subsidiary, free and clear of all Liens.

  • Such Parent has made available to each other Parent a true and correct copy of each Contributed Subsidiary Material Contract, together with all amendments, modifications or supplements thereto.


More Definitions of Contributed Subsidiary

Contributed Subsidiary means each Subsidiary of the Company listed on Schedule A.
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Contributed Subsidiary means a Wachovia Contributed Subsidiary or a Prudential Contributed Subsidiary, as the context requires.
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Contributed Subsidiary is defined in Section 1.1(j).
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Contributed Subsidiary means, collectively, each Subsidiary of a Contributed Holding Company.
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Contributed Subsidiary means each Iris Contributed Subsidiary, Oracle Contributed Subsidiary and Watson Contributed Subsidiary.
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Contributed Subsidiary has the meaning set forth in the Recitals to this Agreement. “Deferred Issuance and Distribution” has the meaning set forth in Section 3.1. “Distribution Amount” has the meaning set forth in the Recitals to this Agreement.
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Related to Contributed Subsidiary

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Consolidated Subsidiary means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.

  • Excluded Subsidiary means (i) each Subsidiary, in each case, for so long as any such Subsidiary does not (on (x) a consolidated basis with its Restricted Subsidiaries, if determined on the Closing Date by reference to the Historical Financial Statements or (y) a consolidated basis with its Restricted Subsidiaries, if determined after the Closing Date by reference to the financial statements delivered to the Administrative Agent pursuant to Section 9.1(a) and (b)) constitute a Material Subsidiary, (ii) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 9.11 (for so long as such Subsidiary remains a non-Wholly-Owned Restricted Subsidiary), (iii) any CFC Holding Company, (iv) any direct or indirect Subsidiary of a CFC or a CFC Holding Company, (v) any CFC, (vi) each Subsidiary that is prohibited by any applicable Contractual Requirement or Requirements of Law (to the extent existing on the Closing Date or, if later, the date it becomes a Restricted Subsidiary and in each case, not entered into in contemplation thereof) from guaranteeing or granting Liens to secure the Obligations or would require third-party or governmental (including regulatory) consent, approval, license or authorization to guarantee or grant such Liens to secure the Obligations (unless such consent, approval, license or authorization has been received), (vii) each Subsidiary with respect to which, as reasonably determined by the Borrower, the consequence of providing a Guarantee of the Obligations would adversely affect the ability of the Borrower and its respective Subsidiaries to satisfy applicable Requirements of Law, (viii) each Subsidiary with respect to which, as reasonably determined by the Borrower in consultation with the Administrative Agent, providing such a Guarantee would result in material adverse tax consequences, (ix) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (x) each Unrestricted Subsidiary, (xi) any Receivables Subsidiary, (xii) each other Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with assumed secured Indebtedness permitted hereunder, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such Indebtedness, in each case to the extent that, and for so long as, the documentation relating to such Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder, (xiii) each Subsidiary that is a registered broker dealer and (xiv) each SPV, not-for-profit Subsidiary and captive insurance company.

  • Restricted Subsidiary means any Subsidiary of the Company other than an Unrestricted Subsidiary.

  • Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Qualified Subsidiary means a Subsidiary that meets the definition of “a company controlled by its parent company” as defined in Rule 3a-5 under the 1940 Act.

  • Wholly Owned Subsidiary Guarantor any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable).

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions and transactions related or incidental thereto.

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

  • Domestic business entity means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489.102; a corporation organized pursuant to chapter 490; a nonprofit corporation organized under chapter 504; a partnership, limited partnership, limited liability partnership, or limited liability limited partnership as provided in chapter 486A or 488; or a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, or 501.

  • Regulated Subsidiary means any Subsidiary of the Company so long as such Subsidiary is (a) a Broker-Dealer Subsidiary or (b) otherwise subject to regulation by any Governmental Authority and for which the incurrence of Indebtedness (including Guarantees) or the granting of Liens with respect to its assets would be prohibited or restricted or would result in a negative impact on any minimum capital or similar requirement applicable to it, in any case, as set forth in any rule or regulation of such Governmental Authority.

  • Non-U.S. Subsidiary means a Subsidiary of the Borrower that is not a U.S. Subsidiary.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

  • Significant Domestic Subsidiary means any Domestic Subsidiary that is a Significant Subsidiary.

  • Joint Venture Subsidiary means a Subsidiary of the Company or any of its Subsidiaries that has no assets and conducts no operations other than its ownership of Equity Interests of a Joint Venture.

  • subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Parent Subsidiary means any Subsidiary of Parent.

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, constructing or acquiring power generation facilities or related or ancillary assets or properties and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

  • Operating Subsidiary means a majority-owned subsidiary of a financial