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.

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.

Examples of Immaterial Foreign Subsidiaries in a sentence

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).
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, Borrower does not have any Immaterial Foreign Subsidiaries.
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 10.2.16 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.
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.
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.
Set forth on Schedule 6.13 hereto is a complete and accurate list as of the Effective Date of each Subsidiary, together with (a) jurisdiction of organization, (b) number of shares of each class of Equity Interests outstanding, (c) percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (d) a notation as to which Subsidiaries are Immaterial Domestic Subsidiaries and Immaterial Foreign Subsidiaries.
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.

More Definitions of Immaterial Foreign Subsidiaries

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.

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.

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...

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.