Immaterial Entity definition

Immaterial Entity means, as of any date, any Subsidiary (other than a Credit Party) at any time designated by Borrower as an “Immaterial Entity”; provided that the aggregate CFADS distributed or otherwise paid to Borrower or Holdings by all Immaterial Entities for the previous four Fiscal Quarters (or, if shorter, the period commencing on the latest date any such Subsidiary is acquired by a Subsidiary of Holdings and ending on the date of determination) shall not exceed 15.0% of the CFADS distributed or otherwise paid to Borrower and Holdings in the aggregate for such period.

Immaterial Entity means, as of any date, any Subsidiary (other than a Credit Party) at any time designated by Borrower as an “Immaterial Entity”; provided that the aggregate CFADS attributable to all Immaterial Entities for the previous four Fiscal Quarters (or, if shorter, the period commencing on the latest date any such Subsidiary is acquired by a Subsidiary of Holdings and ending on the date of determination) shall not exceed 15.0% of CFADS in the aggregate for such period.

Immaterial Entity means, at any date of determination, each Subsidiary of Holdings that has been designated as an “Immaterial Entity” from time to time in writing by Holdings or Tronox US to Administrative Agent; provided that at no time shall (a) the book value of the consolidated tangible assets of all Immaterial Entities in the aggregate as of the last day of the most recent Fiscal Quarter or Fiscal Year for which financial statements are available equal or exceed 4% of the consolidated tangible assets of Holdings and its Subsidiaries as of such date or (b) the Consolidated Adjusted EBITDA attributable to or generated by all Immaterial Entities in the aggregate for the most recently ended four-Fiscal Quarter period equal or exceed 4% of the Consolidated Adjusted EBITDA of Holdings and its Subsidiaries on a consolidated basis for such period.

Examples of Immaterial Entity in a sentence

• The provisions of this Section 7.12 shall not apply to any Wholly-Owned Subsidiary which is an REO Affiliate, or any Immaterial Entity.

• Neither Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity, any Immaterial Entity, or any other Loan Party has received a summons, citation, notice, or directive from the Environmental Protection Agency or any other Governmental Authority concerning any action or omission resulting in the releasing, or otherwise disposing of hazardous waste or hazardous substances into the environment with respect to any real property.

• In addition, this Agreement shall not be applicable or refer to FLBG2 Holdings LLC and no action, failure to act, omission or status of FLBG2 shall be the basis for any Default or Event of Default under this Agreement, nor shall FLBG2 be a Primary Obligor, Subsidiary, Loan Party, Portfolio Entity, Portfolio Entity-50%, Affiliate, Associate, Guarantor, Immaterial Entity, Parent, Pledged Entity, Related Entity or Wholly-Owned Subsidiary for any purpose of this Agreement.

• None of (a) the Borrower, any Subsidiary, any Immaterial Entity or to the knowledge of the Borrower, such Subsidiary, or such Immaterial Entity, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower, any Subsidiary or any Immaterial Entity that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.

• Furthermore, if any Qualifying Entity was an Immaterial Entity when acquired, but thereafter no longer qualifies as an Immaterial Entity (i.e., the Qualifying Entity subsequently exceeds the Materiality Threshold), (x) such fact shall not constitute a breach of this Section 8.2(b) by Vivendi and (y) Vivendi shall have no obligation to sell such Qualifying Entity pursuant to this Section 8.2(b) or otherwise.

More Definitions of Immaterial Entity

Immaterial Entity means each Person listed on Schedule 10.37; provided, that if any such Person engages in business or has assets with an aggregate fair market value of $100,000 or more, such Person shall cease to constitute an Immaterial Entity.

Immaterial Entity means any Person the Adjusted EBITDA or total assets of which accounts for not more than (i) ten percent (10%) of the Adjusted EBITDA of the Borrowers on a Consolidated Basis and (ii) ten percent (10%) of Consolidated Total Assets (after intercompany eliminations), in each case, as of the last day of the most recently completed fiscal quarter as reflected on the financial statements for such quarter; provided that, at the time of determination, Agent shall have received a certificate from Borrowing Agent and, if requested by Agent, any supplemental schedules, evidencing satisfaction of the foregoing conditions.

Immaterial Entity means any Qualifying Entity as to which the aggregate consideration paid for, or in respect of, the equity or assets of such Qualifying Entity acquired by Vivendi or any of its Controlled Affiliates is less than the Materiality Threshold.

Immaterial Entity means any entity that is inactive, that generated no revenues or earnings during the most recently completed fiscal periods for which financial statements were delivered under Sections 8.01(a) and (b), and that has no material assets or liabilities.

Immaterial Entity means each Person listed in Section 1.1(b) of the Company’s Disclosure Letter; provided, that if any such Person has assets with an aggregate fair market value of $100,000 or more, such Person shall cease to constitute an Immaterial Entity.

Immaterial Entity means, as of any date, any Subsidiary that would be an “Immaterial Entity” as of such date as determined under the Opco Credit Agreement.

Immaterial Entity means any direct or indirect subsidiary (as defined herein) of the Borrower whose equity interests are not traded on any U.S. national securities exchange and that is a subject of the Borrower’s Strategic Investment Program and in which Borrower or a Subsidiary has acquired an equity interest, other than any such entity that (a) is directly or indirectly wholly-owned by the Borrower or (b) if it were a Subsidiary, would qualify as a Material Domestic Subsidiary.