Foreign Subsidiary Excess Cash Flow definition

Foreign Subsidiary Excess Cash Flow has the meaning set forth in Section 2.05(b)(v).
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Foreign Subsidiary Excess Cash Flow are prohibited or delayed by applicable local Law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of directors and managers of the relevant Foreign Subsidiaries) from being repatriated to the United States, the portion of such Foreign Net Cash Proceeds or Foreign Subsidiary Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.13 but may be retained by the applicable Foreign Subsidiary to the extent the applicable local Law will not permit repatriation to the United States (the Borrower hereby agreeing, subject to clause (ii) below, to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local Law to permit such repatriation), and (ii) to the extent that the Borrower has determined in good faith that the Borrower and its Restricted Subsidiaries could reasonably be expected to incur as a result of the repatriation of any of or all Foreign Net Cash Proceeds or Foreign Subsidiary Excess Cash Flow a material adverse liability (including any withholding tax, but taking into account any available foreign tax credit or benefit), such Foreign Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary, and in each case of clause (i) and (ii), if at any time within one year of the applicable mandatory prepayment being reduced by this Section 2.13(g), such repatriation of any of such affected Foreign Net Cash Proceeds or Foreign Subsidiary Excess Cash Flow is permitted under the applicable local law or could be made in a manner without incurring material adverse tax liability, such repatriation will be effected as promptly thereafter as is reasonably practicable and such repatriated Foreign Net Cash Proceeds or Foreign Subsidiary Excess Cash Flow will be promptly (and in any event no later than the last day of the first full fiscal quarter ending after the date that such repatriation becomes permitted or made without incurring such tax liability) applied (net of additional Taxes or similar charges payable or reserved against as a result thereof) to the mandatory prepayment otherwise required by this Section 2.13; provided that each determination by the Borrower that the repatriation of any of such affected Foreign Net Cash Proceeds or Foreign Subsidiary Excess Cash Flow would not be permitted or delayed by applicable local L...
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Foreign Subsidiary Excess Cash Flow as defined in Section 2.12(f).
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More Definitions of Foreign Subsidiary Excess Cash Flow

Foreign Subsidiary Excess Cash Flow would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material constituent documents, an amount equal to the portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 so long, but only so long, as the applicable local
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Foreign Subsidiary Excess Cash Flow are prohibited by applicable local law from being distributed to any Credit Party, the portion of such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.14 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit distribution to any Credit Party (Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such distribution), and once any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow that, in each case, would otherwise be required to be used to prepay Term Loans pursuant to Section 2.14(a), Section 2.14(b) or Section 2.14(d), is permitted under the applicable local law to be distributed to any Credit Party, such distribution will be immediately made and such distributed Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow will be promptly (and in any event not later than seven Business Days after such distribution) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.14 and
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Foreign Subsidiary Excess Cash Flow. 1.8(i) “Holdings” Recitals “Incremental Effective Date” 1.1(e)(i) “Incremental Equivalent Debt” 1.1(e)(vi) “Incremental Facility Request” 1.1(e)(i) “Incremental Term Loan” 1.1(e)(i) “Incremental Term Loan Commitment” 1.1(e)(i) “Indemnified Matters” 9.6 “Indemnitee” 9.6 “Initial Lenders” 2.1(l) “Investments” 5.4 “Lender” Preamble “Leverage Ratio (on a Net Basis)” Exhibit 4.2(b) “Maximum Lawful Rate” 1.3(d)
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Related to Foreign Subsidiary Excess Cash Flow

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

  • 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.

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

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

  • Cumulative Excess Cash Flow means the amount equal to the sum of Excess Cash Flow (but not less than zero for any Fiscal Year) for the Fiscal Year ending on December 31, 2022 and Excess Cash Flow (but not less than zero in any Fiscal Year) for each succeeding and completed Fiscal Year.

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • 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.

  • Excess Cash Flow means, for any period, an amount equal to the excess of:

  • Excluded Asset Disposition means an Asset Disposition permitted pursuant to Section 7.05 other than Asset Dispositions pursuant to Sections 7.05(vii), (xiii), and (xv).

  • Foreign Subsidiary Borrower means any Eligible Foreign Subsidiary that becomes a Foreign Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.

  • 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.

  • Excess Cash Flow Application Date as defined in Section 2.12(c).

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

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

  • 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.

  • Net Asset Sale Proceeds means, with respect to any Asset Sale, an amount equal to (i) cash payments (including any cash received by way of release from escrow or deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings, any Borrower or any of the Restricted Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) sales, transfer, income, gains or other taxes payable (or estimated in good faith by Holdings to become payable) in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans, any Junior Financing, any Credit Agreement Refinancing Indebtedness or any First Lien Indebtedness) that is secured by a Lien on the Equity Interests or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (a) above) (x) related to any of the applicable assets and (y) retained by the Borrowers or applicable Restricted Subsidiary, including, without limitation, pension and other post-employment benefit liabilities related to environmental matters or for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings, any Borrower or any of the Restricted Subsidiaries in connection with such Asset Sale; provided, upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds, (d) the out of pocket expenses, costs and fees incurred with respect to legal, investment banking, brokerage, advisor and accounting and other professional fees, sales commissions and disbursements, survey costs, title insurance premiums and related search and recording charges, in each case actually incurred in connection with such sale or disposition and payable to a Person that is not an Affiliate of Holdings, (e) in the case of any Asset Sale by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Asset Sale Proceeds thereof (calculated without regard to this clause (e)) attributable to minority interests and not available for distribution to or for the account of any Borrower or a wholly-owned Restricted Subsidiary as a result thereof and (f) in the case of any such cash payments received (or subsequently received) by any Foreign Subsidiary, any taxes that would be payable (or estimated in good faith by Holdings to become payable) in connection with the repatriation of such cash proceeds to any Borrower or any Guarantor Subsidiary.

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

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Prepayment Asset Sale means any Disposition by the Borrower or its Restricted Subsidiaries made pursuant to Section 6.07(h).

  • 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.

  • Collateral Disposition means (i) the sale, lease, transfer or other disposition of the Vessel by the Borrower to any Person (it being understood that a Permitted Chartering Arrangement is not a Collateral Disposition) or the sale of 100% of the Capital Stock of the Borrower or (ii) any Event of Loss of the Vessel.

  • Consolidated Excess Cash Flow means, for any period, an amount (if positive) equal to: (a) the sum, without duplication, of the amounts for such period of (i) Consolidated Net Income, plus, (ii) to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for non-cash charges reducing Consolidated Net Income, including for depreciation and amortization (excluding any such non-cash charge to the extent that it represents an accrual or reserve for a potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period), plus (iii) the Consolidated Working Capital Adjustment, minus (b) the sum, without duplication, of (i) the amounts for such period paid in cash by Holdings and its Subsidiaries from operating cash flow (and not already reducing Consolidated Net Income) of (1) scheduled repayments (but not optional or mandatory prepayments) of Indebtedness for borrowed money of Holdings and its Subsidiaries (excluding scheduled repayments of Revolving Credit Loans or Swing Line Loans (or other loans which by their terms may be re-borrowed if prepaid) except to the extent the Revolving Credit Commitments (or commitments in respect of such other revolving loans) are permanently reduced in connection with such repayments) and scheduled repayments of obligations of Holdings and its Subsidiaries under Capital Leases (excluding any interest expense portion thereof), (2) Capital Expenditures, (3) payments of the type described in clause (g) of the definition of Consolidated EBITDA and (4) consideration in respect of Permitted Acquisitions plus (ii) other non-cash gains increasing Consolidated Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash gain in any prior period).

  • Net Liquidation Proceeds After Debt Service means, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Senior Mezzanine Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s, Senior Mezzanine Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents and Senior Mezzanine Loan Documents to Mortgage Lender and/or Senior Mezzanine Lender (as applicable), (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, disposition or Transfer of any Senior Mezzanine Collateral in connection with realization thereon following a Senior Mezzanine Loan Default under any Senior Mezzanine Loan Documents, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a foreclosure sale, such costs and expenses incurred by Senior Mezzanine Lender under the Senior Mezzanine Loan Documents as Senior Mezzanine Lender shall be entitled to receive reimbursement for under the terms of the Senior Mezzanine Loan Documents, (g) in the case of a refinancing of the Mortgage Loan and/ Senior Mezzanine Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, Mortgage Lender and/or Senior Mezzanine Lender, and (h) the amount of any prepayments required pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents and/or the Loan Documents, in connection with any such Liquidation Event.