Exempt Foreign Subsidiary definition

Exempt Foreign Subsidiary means any Restricted Subsidiary that is a foreign corporation if more than 50% of the

Exempt Foreign Subsidiary means (i) any Subsidiary engaged in business permitted under this Indenture exclusively outside the United States of America, irrespective of its jurisdiction of incorporation and (ii) any other Subsidiary whose assets (excluding any cash and Cash Equivalents) consist exclusively of Capital Stock or Indebtedness of one or more Subsidiaries described in clause (i) of this definition, that, in any case, is so designated by the Company in an Officers' Certificate delivered to the Trustee and (a) is not a guarantor of, and has not granted any Lien to secure, the Credit Facility or any other Indebtedness of the Company or any Subsidiary other than another Exempt Foreign Subsidiary and (b) does not have total assets that, when aggregated with the total assets of any other Exempt Foreign Subsidiary, exceed 25% of the Company's consolidated total assets, as determined in accordance with GAAP, as reflected on the Company's most recent quarterly or annual balance sheet. The Company may revoke the designation of any Exempt Foreign Subsidiary by notice to the Trustee.

Exempt Foreign Subsidiary means as of any date of determination, a non-U.S. Subsidiary which the Required Lenders have agreed, in writing, prior to such date, to exempt from the requirements of executing and delivering a Guaranty. As of the Closing Date, Celadon Mexicana, S.A. de C.V. and Servicious de Transportacion Jaguar, S.A. de C.V. are the sole Exempt Foreign Subsidiaries.

Examples of Exempt Foreign Subsidiary in a sentence

• Any Subsidiary Guarantor that no longer has any outstanding Indebtedness or Preferred Stock or that again qualifies as an Exempt Foreign Subsidiary shall be released from and relieved of its obligations under its Subsidiary Guaranty upon execution and delivery of a supplemental indenture in form satisfactory to the Trustee.

• Each Domestic Subsidiary of Borrower party hereto and each Exempt Foreign Subsidiary of Borrower party hereto (each, a “Subsidiary Guarantor”) unconditionally and irrevocably guarantees to Administrative Agent and Lending Parties, and their Related Persons, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the Obligations (the “Guaranteed Obligations”).

• Further, if after the Issue Date, the Company shall revoke the designation of any Exempt Foreign Subsidiary, then the Company shall cause such subsidiary to execute a Subsidiary Guarantee and deliver an Opinion of Counsel in accordance with the terms of this Indenture.

• Any Subsidiary Guarantor that no longer has any outstanding Indebtedness or Preferred Stock or that again qualifies as an Exempt Foreign Subsidiary shall be released from and relieved of its obligations under its Subsidiary Guarantee upon execution and delivery of a supplemental indenture in form satisfactory to the Trustee.

• Neither the Parent nor the Company shall permit any Exempt Foreign Subsidiary to Guarantee any Indebtedness of the Parent, the Company or any Restricted Subsidiary unless such Exempt Foreign Subsidiary simultaneously Guarantees the Notes pursuant to a Subsidiary Guaranty on the terms and conditions set forth in this Indenture on a basis pari passu with (or if that Indebtedness is a Subordinated Obligation, prior to) that Indebtedness.

More Definitions of Exempt Foreign Subsidiary

Exempt Foreign Subsidiary means each Foreign Subsidiary that (a) is treated as a partnership under the Internal Revenue Code or (b) is not treated as an entity that is separate from (A) the US Borrower or any Domestic Subsidiary; (B) any Person that is treated as a partnership under the Internal Revenue Code; or (C) any “United States person” (as defined in Section 7701(a)(30) of the Internal Revenue Code).

Exempt Foreign Subsidiary means (a) any non-U.S. Subsidiary of the Borrower and/or its Subsidiaries that is not a Material Foreign Subsidiary, and (b) as of any date of determination, a non-U.S. Subsidiary that otherwise is a Material Foreign Subsidiary which the Required Lenders have agreed, in writing, prior to such date, to exempt from the requirements of pledging its capital stock (or other ownership interest) to the Administrative Agent; provided, however, such entity under this clause (b) shall cease to be an Exempt Foreign Subsidiary upon 30 days written notice from the Required Lenders or the Administrative Agent to the Borrower. As of the Closing Date, Xxxxxxx Electronics (Nanjing) Co., Ltd. is an Exempt Foreign Subsidiary under clause (b) above.

Exempt Foreign Subsidiary means as of any date of determination, a non-U.S. Subsidiary which the Required Lenders have agreed, in writing, prior to such date, to exempt from the requirements of pledging its capital stock (or other ownership interest) to the Administrative Agent; provided, however, such entity shall cease to be an Exempt Foreign Subsidiary upon 30 days written notice from the Required Lenders or the Administrative Agent to the Borrower. As of the Closing Date, Xxxxxxx Electronics (Nanjing) Co., Ltd. is an Exempt Foreign Subsidiary, and for a period of eighteen months from date of this Agreement (unless the Required Lenders or the Administrative Agent give 30 days written notice revoking such status or the Required Lenders agree to an extension of such eighteen month period), Xxxxxxx Electronics Romania SRL is an Exempt Foreign Subsidiary.

Exempt Foreign Subsidiary means (i) any Restricted Subsidiary engaged in business exclusively outside the United States of America, irrespective of its jurisdiction of incorporation and (ii) any other Restricted Subsidiary whose assets (excluding any cash and Cash Equivalents) consist exclusively of Capital Stock or Indebtedness of one or more Restricted Subsidiaries described in clause (i) of this definition, that, in any case, is so designated by the Company in an Officers' Certificate delivered to the Trustee and (a) is not a guarantor of, and has not granted any Lien to secure, the Credit Facility or any other Indebtedness of the Company or any Restricted Subsidiary other than another Exempt Foreign Subsidiary and (b) does not have total Consolidated Net Tangible Assets that, when aggregated with the total assets of any other Exempt Foreign Subsidiary, exceed 10% of the Company's Consolidated Net Tangible Assets, as determined in accordance with GAAP, as reflected on the Company's most recent balance sheet.

Exempt Foreign Subsidiary means a Foreign Subsidiary that is classified as a “controlled foreign corporation” under the Code and, on or subsequent to the Issue Date, is not required to guarantee the Notes pursuant to the circumstances described in Sections 4.16 and 4.18 hereof.

Exempt Foreign Subsidiary as of any date of determination, a Foreign Subsidiary which the Majority Lenders have agreed, in writing, prior to such date, to exempt from the requirements of executing and delivering a Guaranty

Exempt Foreign Subsidiary means any Foreign Subsidiary that is a "controlled foreign corporation" under the Code other than FWPI Ltd., FW European E&C Ltd., Continental Finance Company Ltd. and the First-Tier Foreign Subsidiaries.