Disregarded Foreign Subsidiary definition

Disregarded Foreign Subsidiary means any Foreign Subsidiary (a) the separate existence of which is disregarded for United States federal tax purposes under Treas. Reg. Section 301.7701-3 and (b) the tax owner of which for United States federal tax purposes is either Borrower or a Domestic Subsidiary.
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Disregarded Foreign Subsidiary means a Foreign Subsidiary that is a disregarded entity for federal income tax purposes under the IRC (but excluding any Foreign Subsidiary whose Equity Securities are owned, directly or indirectly, by a controlled foreign corporation under and within the meaning of Section 957 of the IRC).
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Disregarded Foreign Subsidiary means a Foreign Subsidiary (other than Crawford Financial Services) that is not a “controlled foreign corporation” as such term is defined in Section 957 of the Code and that is not owned, directly or indirectly, by a “controlled foreign corporation.””
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Examples of Disregarded Foreign Subsidiary in a sentence

  • The foregoing notwithstanding, the Administrative Agent’s Lien in Equity Interests of a Foreign Subsidiary that is not a Disregarded Foreign Subsidiary shall not cover more than 65% of the voting Equity Interests of such Foreign Subsidiary.

  • Promptly cause each New Subsidiary (other than a Transitional Subsidiary) that is a Domestic Subsidiary or a Disregarded Foreign Subsidiary to execute and deliver a Guaranty Agreement to Administrative Agent, and if such New Subsidiary fails promptly to execute and deliver a Guaranty Agreement to Administrative Agent, Borrower shall cease providing any support, financial or otherwise, to such New Subsidiary.

  • Unless prohibited by applicable law, any taxable year or other period of AS Spinco or any AS Spinco Subsidiary (including any Disregarded Foreign Subsidiary) that is included in a SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return that includes the Distribution Date shall end on the close of the Distribution Date.

  • For the avoidance of doubt, the parties agree that the Lien of the Administrative Agent in Collateral consisting of Capital Stock of a Foreign Subsidiary that is not a Disregarded Foreign Subsidiary whose Capital Stock is not owned in any part by a Foreign Subsidiary (other than a Disregarded Foreign Subsidiary) shall not cover 35% of the voting Capital Stock of such Foreign Subsidiary.

  • For the avoidance of doubt, the parties agree that the Lien of the Administrative Agent or, if appropriate, the Security Trustee, in Collateral consisting of Capital Stock of a Foreign Subsidiary that is not a Disregarded Foreign Subsidiary whose Capital Stock is not owned in any part by a Foreign Subsidiary (other than a Disregarded Foreign Subsidiary) shall not cover 35% of the voting Capital Stock of such Foreign Subsidiary.

  • If applicable law prohibits a Disregarded Foreign Subsidiary from closing its taxable year as of the Distribution Date, Capital and such Disregarded Foreign Subsidiary shall determine any Tax items includible in a SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return as if its taxable year had closed as of the end of the Distribution Date in accordance with principles of Section 2.02(c).


More Definitions of Disregarded Foreign Subsidiary

Disregarded Foreign Subsidiary means a Foreign Subsidiary (other than Xxxxxxxx Financial Services) that is not a “controlled foreign corporation” as such term is defined in Section 957 of the Code and that is not owned, directly or indirectly, by a “controlled foreign corporation.”
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Disregarded Foreign Subsidiary in Section 1.1 of the Credit Agreement is hereby amended in its entirety as follows:
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Disregarded Foreign Subsidiary means a Foreign Subsidiary that is treated as disregarded as an entity separate from its owner pursuant to Treasury Regulation Section 301.7701-3 for US Federal income tax purposes; provided, however, that a Foreign Subsidiary shall not be deemed to be a Disregarded Foreign Subsidiary (i) if all of its voting Equity Interests are owned, directly or indirectly, by (x) a Foreign Subsidiary that is not treated as a Disregarded Foreign Subsidiary or (y) one or more Foreign Subsidiaries each of which is not treated as a Disregarded Foreign Subsidiary, or (ii) if less than all of its voting Equity Interests are owned, directly or indirectly, by (x) a Foreign Subsidiary that is not treated as a Disregarded Foreign Subsidiary or (y) one or more Foreign Subsidiaries that are not treated as a Disregarded Foreign Subsidiary, to the extent that the Board of Directors of the Borrower has determined in good faith that such structure is in the best interests of the Borrower.
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Disregarded Foreign Subsidiary means any AS Spinco Subsidiary that is, prior to the Distribution Date, an entity disregarded as separate (within the meaning of section 301.7701-3 of the Regulations) from a member of the SunGard Group and subject to tax on a net income basis in a non-U.S. jurisdiction by reason of its residence, presence, place of incorporation, place of effective control or management, or otherwise;
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Related to Disregarded Foreign Subsidiary

  • Excluded Foreign Subsidiary any Foreign Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

  • Excluded Foreign Subsidiaries any Foreign Subsidiary in respect of which either (i) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

  • Affected Foreign Subsidiary means any Foreign Subsidiary to the extent such Foreign Subsidiary acting as a Subsidiary Guarantor would cause a Deemed Dividend Problem.

  • Wholly-Owned Foreign Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.

  • Disregarded Domestic Subsidiary means any direct or indirect (other than through a Foreign Subsidiary) Domestic Subsidiary of which substantially all of its assets consist of Equity Interests of one or more indirect Foreign Subsidiaries.

  • Restricted Foreign Subsidiary means a Foreign Subsidiary that is a Restricted Subsidiary.

  • Designated Foreign Subsidiaries means all members of the Company Group that are organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

  • Eligible Foreign Subsidiary means (i) any Foreign Subsidiary organized or incorporated under the laws of the British Virgin Islands, Canada or any province or territory thereof, the Netherlands or Switzerland and (ii) any other Foreign Subsidiary that is approved from time to time by the Administrative Agent and each of the Lenders in their reasonable discretion.

  • Direct Foreign Subsidiary means a Subsidiary other than a Domestic Subsidiary a majority of whose Voting Securities, or a majority of whose Subsidiary Securities, are owned by the Borrower or a Domestic Subsidiary.

  • Disregarded Entity means a single member limited liability company, a qualifying subchapter S subsidiary, or another entity if the company, subsidiary, or entity is a disregarded entity for federal income tax purposes.

  • Foreign Subsidiary means any Subsidiary that is not a Domestic Subsidiary.

  • Publicly Traded Equity Interest means any Equity Interest that is traded on any securities exchange or is quoted in any publication or electronic reporting service maintained by the National Association of Securities Dealers, Inc., or any other comparable organization or entity in which your shares are listed or traded, or any of their successors.

  • Foreign Subsidiary Holdco means any Guarantor Subsidiary designated as a Foreign Subsidiary Holdco by the Company, so long as such Subsidiary has no material assets other than securities, indebtedness or receivables of one or more Foreign Subsidiaries (or Guarantor Subsidiaries thereof), intellectual property relating solely to such Foreign Subsidiaries (or Guarantor Subsidiaries thereof) and/or other assets (including cash and cash equivalents) relating to an ownership interest in any such securities, indebtedness, intellectual property or Guarantor Subsidiaries.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

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

  • First Tier Foreign Subsidiary mean a Foreign Subsidiary all or any portion of whose Stock is owned directly by the Borrower or a Domestic Subsidiary that is a Guarantor.

  • Immaterial Foreign Subsidiary means any Foreign Subsidiary of the Borrower that is not a Material Foreign Subsidiary.

  • Excluded Domestic Subsidiary means any Domestic Subsidiary that is (a) a direct or indirect Subsidiary of an Excluded Foreign Subsidiary or (b) an Excluded Domestic Holdco.

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined in accordance with GAAP in good faith by a Responsible Officer, without intercompany eliminations.

  • Foreign Subsidiaries means Subsidiaries of the Company that are not Domestic Subsidiaries.

  • Immaterial Domestic Subsidiary means any Domestic Subsidiary of the Borrower that is not a Material Domestic Subsidiary.

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

  • Foreign Subsidiary Voting Stock the voting Capital Stock of any Foreign Subsidiary.

  • Wholly Owned Domestic Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary of such person.

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

  • Controlled Foreign Corporation means “controlled foreign corporation” as defined in the Tax Code.