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 (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 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.“Disclosure Schedule” means the disclosure schedule attached hereto as Schedule III, as amended from time to time with the consent of the Required Lenders.
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Examples of Disregarded Foreign Subsidiary in a sentence

  • These support services are an excellent way of supplementing in- house expertise Code D308 Programming Services Hexagon US Federal, Inc has migrated over 135 million lines of commercial code while implementing Windows NT-based systems and products.

  • 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 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.

  • 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.

  • 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).

  • 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.


More Definitions of Disregarded Foreign Subsidiary

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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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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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 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.” As of the Closing Date, the Disregarded Foreign Subsidiaries are Crawford & Company EMEA/A-P Holdings Limited, a limited company incorporated under the laws of England and Wales with registered number 06802708, and Crawford & Company Adjusters Limited, a limited company incorporated under the laws of England and Wales with registered number 02067042.
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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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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 all but a de minimis amount of the assets of which 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 any Foreign Subsidiary that is approved from time to time by the Administrative Agent and each of the Lenders.

  • 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.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • 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 means a Foreign Subsidiary, the Equity Interests of which are directly owned by the Borrower or a Domestic Subsidiary that is not a Subsidiary of a Foreign Subsidiary.

  • 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 on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.

  • Foreign Subsidiaries means Subsidiaries of Borrower which are organized under the laws of a jurisdiction other than the United States of America, any State of the United States or any political subdivision thereof.

  • Immaterial Domestic Subsidiary means any Domestic Subsidiary 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.

  • 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.

  • FSHCO means any Subsidiary that owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries that are CFCs and/or of one or more FSHCOs.