Immaterial Foreign Subsidiaries definition

Immaterial Foreign Subsidiaries means all Foreign Subsidiaries that are not Material Foreign Subsidiaries.
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Immaterial Foreign Subsidiaries means, at any date of determination, First Tier Foreign Subsidiaries that, as of the last day of the most recent Test Period, have Consolidated Total Assets (when combined with the Consolidated Total Assets of their Restricted Subsidiaries) that does not exceed 10.0% of the Consolidated Total Assets of the US Borrower and its Restricted Subsidiaries at such date.
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Immaterial Foreign Subsidiaries at any time, Foreign Subsidiaries of the Company having aggregate total assets (as determined in accordance with GAAP) in an amount of less than 5% of Consolidated Total Assets of the Foreign Subsidiaries of the Company as of the last day of the immediately preceding fiscal quarter for which financial statements are available. In the event that total assets of all Immaterial Foreign Subsidiaries exceed 5% of Consolidated Total Assets of the Foreign Subsidiaries of the Company as of the last day of the immediately preceding fiscal quarter for which financial statements are available, the Company will designate Foreign Subsidiaries which would otherwise constitute Immaterial Foreign Subsidiaries to be excluded as Immaterial Foreign Subsidiaries until such 5% threshold is met.
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Examples of Immaterial Foreign Subsidiaries in a sentence

  • This Section 10.2.16 shall not apply to Immaterial Foreign Subsidiaries.

  • Schedule 6.12 sets forth a complete and accurate list of all Material Contracts of each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) in effect as of the Closing Date.

  • As of the Closing Date, Borrower does not have any Immaterial Foreign Subsidiaries.

  • As of the Closing Date, the real property listed on Schedule 6.17 constitutes all of the real property that is owned, leased or subleased or used by any Credit Party or any of its Subsidiaries (other than Immaterial Foreign Subsidiaries).

  • Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby.

  • To their knowledge, no Credit Party nor any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations where such liability could reasonably be expected to have a Material Adverse Effect.

  • This Section 10.1.1(a) shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuing.

  • As of the Closing Date, no Credit Party nor any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) (nor, to its knowledge, any other party thereto) is in breach of or in default under any Material Contract in any material respect.

  • Keep proper books of record and account in which full, true and correct in all material respects entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of the Borrower and its Subsidiaries in conformity with GAAP; provided that this Section 5.6 shall not apply to Immaterial Foreign Subsidiaries.

  • The Parent Borrower and/or its Subsidiaries have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which any Credit Party and any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) are subject, and all other matters known to them, that, in each case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.


More Definitions of Immaterial Foreign Subsidiaries

Immaterial Foreign Subsidiaries means all Foreign Subsidiaries that are not Material Foreign Subsidiaries. “Increase Effective Date” has the meaning assigned thereto in Section 2.7(c). “Incremental Amendment” has the meaning assigned thereto in Section 2.7(fg). “Incremental Facilities Limit” means, with respect to any proposed incurrence of additional Indebtedness under Section 2.7, an amount equal to the sum of (a) an amount (the “Fixed Incremental Amount”) equal to the sum of (i) $400,000,000, plus (ii) the aggregate principal amount of any voluntary prepayments of Incremental Term Loans, plus (iii) the aggregate amount of all optional prepayments of Revolving Credit Loans (solely to the extent accompanied by a permanent optional reduction in the Revolving Credit Commitment); provided that, in each case of clauses (b)(ii) and (iii), such amounts shall only be added under this clause (b) to the extent such prepayments are not funded with the proceeds of Indebtedness that, in accordance with GAAP, constitute (or when incurred, constituted) a long-term liability, less (iv) the total aggregate initial principal amount (as of the date of incurrence thereof) of all Incremental Increases, in each case previously incurred under the Fixed Incremental Amount, plus (b) an amount of additional Indebtedness (the “Ratio Incremental Amount”) that would not cause the Consolidated Secured Leverage Ratio as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 7.1(a) or (b), as applicable, prior to the incurrence of such additional Indebtedness (or in the case of any additional Indebtedness, the proceeds of which will finance a substantially concurrent Limited Condition Acquisition, the LCA Test Date) to exceed 2.25 to 1.00 (calculated on a Pro Forma Basis after giving effect to the incurrence of such additional Indebtedness and any Limited Condition Acquisition to be consummated using the proceeds of such additional Indebtedness and assuming that any proposed Revolving Credit Facility Increase is fully drawn at such time and giving effect to the use of proceeds thereof). The Borrower may elect to use any component of the Incremental Facilities Amount, in any order, in its sole discretion, and if there is capacity under the Ratio Incremental Amount at any time that an Incremental Term Loan or Revolving Commitment Increase is incurred and the Borrower does not otherwise make an election, the Borrower will be deemed to have elected...
Sample 1
Immaterial Foreign Subsidiaries means, at any date of determination, First Tier Foreign Subsidiaries that in the aggregate, as of the last day of the most recent Test Period, have Consolidated Total Assets or gross revenues (when combined with the Consolidated Total Assets or gross revenues, as applicable, of their Restricted Subsidiaries) that do not, in either case, exceed 7.5% of the Consolidated Total Assets or gross revenues, as applicable, of MVWC and its Restricted Subsidiaries at such date.
Sample 1
Immaterial Foreign Subsidiaries means, collectively, as of any date of determination, foreign Subsidiaries of any of the Loan Parties for which the aggregate amount of Investments made in such foreign Subsidiaries on or after the Closing Date, does not exceed $50,000. If, at any time, the aggregate amount of Investments exceeds $50,000, Borrower shall identify those such foreign Subsidiaries as may be necessary to cease constituting Immaterial Foreign Subsidiaries in order for the remaining such foreign Subsidiaries, if any, to satisfy such $50,000 basket, at which time the Loan Parties shall satisfy the requirements set forth in Section 10.9 with respect to the Capital Securities of such designated foreign Subsidiaries. Indemnified Liabilities is defined in Section 14.16.
Sample 1
Immaterial Foreign Subsidiaries means those Foreign Subsidiaries of Parent which in the aggregate have (i) gross revenues of less than $1,000,000 and (ii) gross assets of less than $1,000,000, and which as of the Closing Date are listed on Schedule 1.1 (b). Notwithstanding the foregoing, if at any time after the Closing Date either the aggregate gross revenues or the aggregate gross assets of all Immaterial Foreign Subsidiaries under the preceding sentence exceeds $1,000,000, then one or more of such Immaterial Foreign Subsidiaries designated by the Parent (or, if the Parent shall make no designation, then one or more of such Foreign Subsidiaries in descending 15 22 order based on their respective gross revenues or gross assets, as determined by the Administrative Agent) shall be deemed for purposes of this Agreement to be Material Foreign Subsidiaries to the extent necessary to eliminate such excess.
Sample 1
Immaterial Foreign Subsidiaries means all Foreign Subsidiaries that are not Material Foreign Subsidiaries. “Increase Effective Date” has the meaning assigned thereto in Section 2.7(c). “Incremental Amendment” has the meaning assigned thereto in Section 2.7(g). “Incremental Facilities Limit” means, with respect to any proposed incurrence of additional Indebtedness under Section 2.7, an amount equal to the sum of: (a) an amount (the “Fixed Incremental Amount”) equal to the sum of (i) $500,000,000, plus (ii) the aggregate principal amount of any voluntary prepayments of Incremental Term Loans, plus (iii) the aggregate amount of all optional prepayments of Revolving Credit Loans (solely to the extent accompanied by a permanent optional reduction in the Revolving Credit Commitment); provided that, in each case of clauses (b)(ii) and (iii), such amounts shall only be added under this clause (b) to the extent such prepayments are not funded with the proceeds of Indebtedness that, in accordance with GAAP, constitute (or when incurred, constituted) a long-term liability, less (iv) the total aggregate initial principal amount (as of the date of incurrence thereof) of all Incremental Increases, in each case previously incurred under the Fixed Incremental Amount, plus
Sample 1

Related to Immaterial Foreign Subsidiaries

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

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

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

  • 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.

  • Foreign Subsidiaries means each Subsidiary of a Borrower that is not a Domestic Subsidiary.

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

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

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

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

  • 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.

  • Excluded Subsidiaries (a) any Domestic Subsidiary that is prohibited by law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Subsidiary is acquired (so long as such prohibition is not created in contemplation of such acquisition) from providing a Guarantee Obligation in respect of the Obligations (and for so long as such restrictions or any replacement or renewal thereof is in effect) or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such Guarantee Obligation (unless such consent, approval, license or authorization has already been obtained) or where the provision of such guaranty could result in material adverse tax consequences to the Borrower or such Subsidiary as reasonably determined by the Borrower in consultation with the Administrative Agent, (b) any Subsidiary that is a Disregarded Domestic Person, (c) any Subsidiary that is a direct or indirect Subsidiary of an Excluded Subsidiary, (d) any captive insurance Subsidiary that provides workers compensation and/or health insurance to members of the Consolidated Group, (e) any not-for-profit Subsidiary, (f) any Subsidiary that is a special purpose entity, (g) any Foreign Subsidiary, (h) solely in respect of Excluded Swap Obligations, any Excluded Swap Guarantor, (i) each Subsidiary designated as an Excluded Subsidiary on Schedule 6.13 as of the Closing Date and (j) subject to Section 8.15, any other Subsidiary designated by the Borrower from time to time after the date hereof in connection with (i) any CMBS Financing, (ii) any Joint Venture, (iii) any Permitted Acquisition or (iv) the entrance into any new operating lease, capital lease, management contract or other Contractual Obligation that, in each case of the foregoing clauses (i), (ii), (iii) and (iv), was entered into for bona fide business purposes and that the Borrower reasonably believes in good faith would prohibit such Subsidiary from becoming a Guarantor hereunder; and provided that, in each case, (x) immediately before and after such designation, no Event of Default shall have occurred and be continuing, and (y) immediately after giving effect to such designation, the Company and its Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Covenants.

  • 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.

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.

  • First Tier Foreign Subsidiary means any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code and the Equity Interests of which are owned directly by any Credit Party.

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

  • Designated Foreign Subsidiaries means all members of the Company Group that are organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  • 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.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Restricted Foreign Subsidiary means a Foreign Subsidiary that is a Restricted 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.

  • SBIC Subsidiary means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment Act of 1958, as amended, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

  • 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.

  • Unrestricted Subsidiaries means any Subsidiary of the Company that (a) shall have been designated as an “Unrestricted Subsidiary” in accordance with the provisions of Section 1.05 and (b) any Subsidiary of an Unrestricted Subsidiary; notwithstanding the foregoing, so long as a Subsidiary Borrower has Term Loans outstanding under this Agreement, such Subsidiary Borrower shall not be an Unrestricted Subsidiary.