Excluded CFC definition

Excluded CFC means any Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.
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Excluded CFC has the meaning provided in the definition of “Excluded Subsidiary”.
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Excluded CFC means (a) any CFC organized under the laws of Hong Kong or Russia, in the case of each such jurisdiction for so long as the Subsidiaries organized under the laws of such jurisdiction, taken together, do not have total assets of $10,000,000 or more, (b) any CFC organized under the laws of Canada, China (other than Hong Kong), Germany, Italy or the United Kingdom, in the case of each such jurisdiction for so long as the Subsidiaries organized under the laws of such jurisdiction, taken together, do not have total assets of $15,000,000 or more and (c) GrafTech Comercial Xxxxxxx X.X., for so long as it does not have total assets of $15,000,000 or more.
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Examples of Excluded CFC in a sentence

  • Notwithstanding anything set forth herein or in any other Loan Document to the contrary, the parties agree that no Loan Party that is an Excluded CFC shall have any obligation to make an indemnity payment or have liability with respect to an “obligation of a United States person” within the meaning of Section 956(c) of the IRC and Treasury Regulations promulgated thereunder (taking into account any exceptions provided therein).

  • The Borrower shall transfer its day-to-day transactional banking services including, but not limited to, controlled foreign currency accounts, but excluding the Excluded Secured Accounts and the Excluded CFC Account, to the Original Facility A Lender as soon as practicably possible after the CP Satisfaction Date.

  • For the avoidance of doubt, no Credit Party shall be required to cause a Subsidiary that is an Excluded CFC or a FSHCO to join in the Guaranty in respect of any obligation of the US Borrower in its capacity as a Borrower, (or any guarantee of such obligation).


More Definitions of Excluded CFC

Excluded CFC means any CFC organized under the Laws of any jurisdiction other than Canada, any province thereof or England and Wales, and any FSHCO that has no material assets other than Equity Interests in one or more Excluded CFCs. AMERICAS/2023664452.10 Schedule 1.1 – Page 18
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Excluded CFC means any (a) “controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”), (b) non-U.S. Subsidiary that is a Subsidiary of a CFC, or (c) non-U.S. Subsidiary substantially all the assets of which are CFCs, (d) direct or indirect Subsidiary of a Subsidiary that is an Excluded CFC, or (e) direct or indirect U.S. Subsidiary substantially all of the assets of which consist of equity of one or more direct or indirect non-U.S. Subsidiaries that are CFCs.
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Excluded CFC means any Subsidiary of the Borrower that (i) is a “controlled foreign corporation” under Section 957 of the Code and (ii) does not own assets that were previously owned by a Loan Party and constituted Collateral when owned by such Loan Party.
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Excluded CFC means any (x) Subsidiary that is a CFC, (y) Non-U.S. Subsidiary that is a Subsidiary of a CFC, or (z) Non-U.S. Subsidiary substantially all the assets of which are CFCs.
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Related to Excluded CFC

  • Excluded Contribution means net cash proceeds, marketable securities or Qualified Proceeds received by the Borrower from:

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Excluded Claims means (a) any claim arising from Customer’s breach of Section 1.4 (Use Restrictions), 2.3 (Rights in Customer Data); (b) any amounts payable to third parties pursuant to Customer’s indemnification obligations under Section 2.4 (Indemnification by Customer) or AvePoint’s indemnification obligations under Section 8 (Indemnification); (c) Customer’s breach of Section 3 (Ownership); or (d) unlawful or willful misconduct or gross negligence.

  • Excluded Collateral shall have the meaning assigned to such term in the Security Agreement.

  • Excluded Equity Interests means (a) any Equity Interests with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of pledging such Equity Interests in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom, (b) solely in the case of any pledge of Equity Interests of any Foreign Subsidiary or FSHCO (in each case, that is owned directly by the Borrower or a Guarantor) to secure the Obligations, any Equity Interest that is Voting Stock of such Foreign Subsidiary or FSHCO in excess of 65% of the Voting Stock of such Subsidiary, (c) any Equity Interests to the extent the pledge thereof would be prohibited by any Requirement of Law, (d) in the case of (i) any Equity Interests of any Subsidiary to the extent the pledge of such Equity Interests is prohibited by Contractual Requirements existing on the Closing Date or at the time such Subsidiary is acquired (provided that such Contractual Requirements have not been entered into in contemplation of such Subsidiary being acquired), or (ii) any Equity Interests of any Subsidiary that is not a Wholly owned Subsidiary at the time such Subsidiary becomes a Subsidiary, any Equity Interests of each such Subsidiary described in clause (i) or (ii) to the extent (A) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable Requirements of Law), (B) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (B) shall not apply if (1) such other party is a Credit Party or a Wholly owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent)) and only for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or a Wholly owned Subsidiary) to any Contractual Requirement governing such Equity Interests the right to terminate its obligations thereunder (other than customary non-assignment provisions that are ineffective under the Uniform Commercial Code or other applicable Requirement of Law), (e) the Equity Interests of any Immaterial Subsidiary (unless a security interest in the Equity Interests of such Subsidiary may be perfected by filing an “all assets” UCC financing statement) and any Unrestricted Subsidiary, (f) the Equity Interests of any Subsidiary of a Foreign Subsidiary or FSHCO, (g) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests would result in material adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower, (h) any Equity Interests set forth on Schedule 1.1(b) which have been identified on or prior to the Closing Date in writing to the Administrative Agent by an Authorized Officer of the Borrower and agreed to by the Administrative Agent and (i) Margin Stock.

  • Excluded Issuance means an issuance and sale of Qualified Capital Stock of Borrower, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

  • Available Excluded Contribution Amount means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets (as determined by the Borrower in good faith, but excluding any Cure Amount) received (or deemed received) by the Borrower or any of its Restricted Subsidiaries after the Closing Date from:

  • Excluded Stock means:

  • Excluded Subsidiary means (a) each Immaterial Subsidiary, (b) 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 8.10 (for so long as such Subsidiary remains a non-Wholly-Owned Subsidiary), (c) each Subsidiary (i) that is prohibited by any applicable Requirement of Law or Contractual Requirement (with respect to any such Contractual Requirement, only to the extent existing on the Closing Date or on the date such Person becomes a Subsidiary of the Company and not entered into in contemplation thereof) from guaranteeing the Obligations (and for so long as such restriction or any replacement or renewal thereof is in effect), (ii) that would require consent, approval, license or authorization to provide a Guarantee of the Obligations from a Governmental Authority (unless such consent, approval, license or authorization has been received) or for which the provision of such Guarantee would result in material adverse tax consequences to the Company or one or more of its Subsidiaries (as reasonably determined by the Company in consultation with the Administrative Agent) or (iii) that is a CFC (or a Subsidiary of a CFC) or FSHCO, (d) 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 would be excessive in view of the benefits to be obtained by the Lenders therefrom, (e) each Unrestricted Subsidiary, (f) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with secured Indebtedness permitted to be incurred pursuant to Section 9.04, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such secured Indebtedness, in each case, to the extent that, and for so long as, the documentation relating to such secured 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 and (g) any special purpose entity (including any not-for-profit entity).