Dissolved Subsidiary definition

Dissolved Subsidiary has the meaning assigned to such term in Section 8.06(c)(ii).
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Dissolved Subsidiary means Personnel Strategies, LLC, a Minnesota limited liability company, which was dissolved effective December 31, 2003.
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Dissolved Subsidiary and “Dissolved Subsidiaries” means each of, and collectively, (i) Health Letter, Inc., a Michigan corporation (“Health Letter”); (ii) Health Med, Inc., a Michigan corporation (“Health Med”); (iii) Med Letter, Inc., a Michigan corporation (“Med Letter”); (iv) Natural2U LLC, a Michigan limited liability company (“Natural2U”); (v) Natural Pet Nutrition, L.L.C., a Delaware limited liability company (“Natural Pet Nutrition”); (vi) PE Group, LLC, a Delaware limited liability company (“PE Group”); (vii) Planet Earth Ventures, LLC, a Michigan limited liability company (“Planet Earth”); (viii) REBUS, LLC, a Delaware limited liability company (“Rebus”); (ix) 701 Corporation, a Michigan corporation (“701 Corporation”); and (x) TGI Organic, LLC, a Michigan limited liability company (“TGI Organic”).
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Examples of Dissolved Subsidiary in a sentence

  • The Lenders hereby waive any Event of Default pursuant to Section 9.1.3 [Breach of Negative Covenants or Visitation Rights] of the Credit Agreement resulting from the dissolution of the Dissolved Subsidiary without the prior written consent of the Lenders.

  • Prior to the date of this Amendment, the Company dissolved 6123449 Canada Inc., a Canadian corporation, which had been a Foreign Guarantor (the "Dissolved Subsidiary").

  • This foregoing waiver is limited to the dissolution of the Dissolved Subsidiary and does not otherwise modify or waive any other covenant, condition or agreement contained in the Credit Agreement nor indicate any agreement on the part of the Administrative Agent or any Lender to grant any future waivers.

  • The Dissolved Subsidiary was validly dissolved, effective December 31, 2003, in full compliance with all applicable law.

  • No Dissolved Subsidiary owns any material assets, has any material liabilities, or engages in any business activity.

  • The Dissolved Subsidiary had no Liabilities prior to its dissolution.

  • Target has delivered to the Buyer accurate and complete copies of the certificates of dissolution and all other documents relating to the dissolution of the Dissolved Subsidiary.

  • The Dissolved Subsidiary does not have and has not had at any time since its dissolution any interest in or related to the business of Target or any Acquired Asset.

Related to Dissolved Subsidiary

  • Qualified Subsidiary means any direct or indirect Domestic Subsidiary or Eligible Foreign Subsidiary.

  • Specified Subsidiary means, at any date of determination (a) any Material Subsidiary or (b) any Unrestricted Subsidiary (i) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 10% of the Consolidated Total Assets of the Borrower and the Subsidiaries at such date, or (ii) whose revenues during such Test Period were equal to or greater than 10% of the consolidated revenues of the Borrower and the Subsidiaries for such period, in each case determined in accordance with GAAP, and (c) each other Unrestricted Subsidiary that is the subject of an Event of Default under Section 11.5 and that, when such Subsidiary’s total assets or revenues are aggregated with the total assets or revenues, as applicable, of each other Subsidiary that is the subject of an Event of Default under Section 11.5 would constitute a Specified Subsidiary under clause (b) above.

  • 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.

  • Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • Inactive Subsidiary means any Subsidiary of the Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $10,000 and (c) does not have any Indebtedness outstanding.

  • 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.

  • Specified Subsidiaries means any of (i) Intermediate, (ii) Dell, (iii) Denali Finance, (iv) Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree), (v) EMC, (vi) any successors and assigns of any of Intermediate, Dell, Denali Finance, Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree) and EMC, (vii) any other borrowers under the senior secured indebtedness and/or issuer of the debt securities, in each case, incurred or issued to finance the Merger and the transactions contemplated thereby and by the related transactions entered into in connection therewith and (viii) each intermediate entity or Subsidiary between the Corporation and any of the foregoing.

  • Immaterial Subsidiary means any Subsidiary that is not a Material Subsidiary.

  • Regulated Subsidiary means a Broker Dealer Regulated Subsidiary, a Bank Regulated Subsidiary or an Insurance Regulated Subsidiary or any other Subsidiary subject to minimum capital requirements or other similar material regulatory requirements imposed by applicable regulatory authorities.

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

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

  • 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 Borrower.

  • 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.

  • 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.

  • Principal Subsidiary means at any relevant time a Subsidiary of the Issuer:

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

  • Non-Material Subsidiary means, at any date of determination, any Subsidiary of Holdings that is not a Material Subsidiary.

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

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

  • Immaterial Subsidiaries means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such period.

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—

  • Dormant Subsidiary means a Subsidiary that owns assets in an amount equal to no more than $5,000,000 or is dormant or otherwise inactive.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Foreign Restricted Subsidiary means any Restricted Subsidiary which is not organized under the laws of the United States of America or any State thereof or the District of Columbia.