Immaterial VIE definition

Immaterial VIE means, as of any date of determination, each Variable Interest Entity of Nexstar Media (including, for the avoidance of doubt, the Mission Borrower and the Shield Borrowers) that (a) has not Guaranteed any Indebtedness of, or provided any other credit support for, any Consolidated Group Entity and (b) has been set forth on Schedule 1.01(d) or designated by the Borrower in writing after the Closing Date as an “Immaterial VIE” for purposes of this Agreement and other Group Credit Agreements (and not redesignated as a Material VIE as provided below); provided that (i) on such date, the aggregate percentage of Total Assets and Consolidated EBITDA attributable to such Variable Interest Entity, together with all other Immaterial Subsidiaries and Immaterial VIEs existing on such date, is less than 5.0% of Total Assets and Consolidated EBITDA (measured, in the case of Total Assets as of the last day of the most recent Test Period, and, in the case of Consolidated EBITDA, for the most recently ended Test Period, in each case measured on a Pro Forma Basis), (ii) at no time shall the aggregate percentage of Total Assets and Consolidated EBITDA attributable to all Immaterial Subsidiaries and Immaterial VIEs as of the last day of the most recent Test Period equal or exceed 5.0% of the Total Assets and Consolidated EBITDA (measured pursuant to the same method set forth in clause (i) above), (iii) at such time as any such Variable Interest Entity (A) becomes a party to any Loan Document, (B) executes and delivers a Guaranty (if applicable) or any Security Documents, or (C) Guarantees or provides any other credit support for any Indebtedness of any Consolidated Group Entity, such Variable Interest Entity shall at all times thereafter cease to be an Immaterial VIE irrespective of the value of its assets or its revenues, (iv) the Borrower shall not designate any new Immaterial VIE if such designation would not comply with the provisions set forth in clauses (i)-(iii) above and (v) if the limitation set forth in clause (ii) above is exceeded as of such last day of the most recent Test Period, then the Borrower shall, within 30 days after the date on which the financial statements for such Test Period were required to be delivered pursuant to this Agreement, re-designate one or more Subsidiaries or Variable Interest Entities of Nexstar Media as “Material Subsidiaries” or “Material VIEs,” as applicable, to cause compliance with the limitation set forth in clause (ii) above. Ea...
Sample 1Sample 2Sample 3

Related to Immaterial VIE

  • Immaterial Subsidiary means any Subsidiary that is not 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.

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

  • Immaterial Title Deficiencies means minor defects or deficiencies in title which do not diminish more than 2% of the aggregate value of the Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base.

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

  • Material Restricted Subsidiary any Restricted Subsidiary other than one or more Restricted Subsidiaries designated by the Borrower that in the aggregate do not constitute Material Subsidiaries.

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

  • Material Loss means an uninsured:

  • Adverse Effect has the meaning assigned to such term in Section 2.1.5;

  • Material Permitted Acquisition means any Permitted Acquisition the consideration for which exceeds, on the closing date of the Permitted Acquisition, 10% of the Holdings Total Capitalization on such date.

  • Material Disposition means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000.

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

  • Material Property means all Real Property owned in fee in the United States by any Credit Party, in each case, with a fair market value of $7,425,000 (as determined by the Borrower in good faith) or more, as determined (i) with respect to any Real Property owned by any Credit Party on the Closing Date, as of the Closing Date, and (ii) with respect to any Real Property acquired by a Credit Party after the Closing Date, as of the date of such acquisition.

  • Inactive Subsidiary means any Subsidiary of a Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $1,000,000 and (c) does not have any Indebtedness outstanding.

  • Material Leases has the meaning set forth in Section 4.21.

  • Material Properties means (a) those Mortgaged Properties designated on Schedule 3.12 as Material Properties and (b) each other Mortgaged Property with respect to which a Mortgage is granted pursuant to Section 5.11 after the Restatement Effective Date.

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

  • Material Gas Imbalance means, with respect to all Gas Balancing Agreements to which Borrower or any Restricted Subsidiary is a party or by which any Oil and Gas Interests owned by Borrower or a Restricted Subsidiary is bound, a net overproduced gas imbalance to Borrower and the Restricted Subsidiaries, taken as a whole, in excess of $10,000,000.

  • 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.

  • Significant Restricted Subsidiary means a Restricted Subsidiary that would be a “significant subsidiary” within the meaning of the definition of “significant subsidiary” in Article 1, Rule 1-02(w) of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Original Issue Date; provided that in each instance in such definition in which the term “10 percent” is used, the term “5 percent” shall be substituted therefor.

  • Significant Transaction means a transaction which meets any one of the tests below: