Ineligible Material Subsidiary definition

Ineligible Material Subsidiary means, at any time, any Material Subsidiary (a) that is then prohibited by any applicable Governmental Rule from acting as a Guarantor under the Guaranty, (b) that then would incur, or would cause FIL to incur, a significant increase in its tax liabilities or similar liabilities or obligations as a result of acting as a Guarantor under the Guaranty or (c) that is a Foreign Subsidiary as to which the representations and warranties set forth in Subparagraph 4.01(s) would not be true and correct were it to execute the Guaranty.
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Ineligible Material Subsidiary means, at any time of determination, (a) any Material Subsidiary (i) that is then prohibited by any applicable Governmental Rule from acting as a Subsidiary Guarantor under the Subsidiary Guaranty, (ii) that then would incur or suffer, or would cause FIL or any Domestic Subsidiary to incur or suffer, (x) significant tax or similar liabilities or obligations or (y) an inclusion of income under Section 951(a)(1)(B) of the Code (or similar non-U.S. tax law) that is reasonably and substantially likely to result in a significant adverse effect on the Borrower’s consolidated financial accounts, as a result of acting as a Subsidiary Guarantor under the Subsidiary Guaranty (other than in the case of a Person that, immediately prior to becoming a Subsidiary of such a Domestic Subsidiary, was a Subsidiary Guarantor) or (iii) that is a Foreign Subsidiary as to which the representations and warranties set forth in Section 5.20 (other than subsection (c) thereof), after the exercise of commercially reasonable efforts by the Borrower and such Subsidiary, would not be true and correct were it to execute the Subsidiary Guaranty, (b) the Subsidiaries of FIL listed on Schedule 1.01(i), (c) any other Subsidiary of the Borrower which is a CFCany Material Subsidiary that then would incur or suffer, or would cause any Foreign Subsidiary to incur or suffer, significant tax or similar liabilities or obligations or an inclusion of income that is reasonably and substantially likely to result in a significant adverse effect on the Borrower’s consolidated financial accounts, as a result of acting as a Subsidiary Guarantor under the Subsidiary Guaranty (other than in the case of a Person that, immediately prior to becoming a Subsidiary of such a Foreign Subsidiary, was a Subsidiary Guarantor) with respect to which the Borrower has elected, by written notice to the Administrative Agent delivered within the time period specified by Section 6.10(a) for the delivery of a Subsidiary Guaranty by such Subsidiary, to provide a Substitute Guaranty in place of the Subsidiary Guaranty which would have otherwise been required to be delivered pursuant to Section 6.10 by such Subsidiary, (c) the Subsidiaries of FIL listed on Schedule 1.01(i), (d) any 56339040-2 15 49684497_9 other Subsidiary of the Borrower which is a CFC with respect to which the Borrower has elected, by written notice to the Administrative Agent delivered within the time period specified by Section 6.10(a) for the delivery of a S...
Sample 1
Ineligible Material Subsidiary means, at any time of determination, (a) any Material Subsidiary (i) that is then prohibited by any applicable Governmental Rule from acting as a Subsidiary Guarantor under the Subsidiary Guaranty, (ii) that then would incur or suffer, or would cause FIL or any Domestic Subsidiary to incur or suffer, (x) significant tax or similar liabilities or obligations or (y) an inclusion of income under Section 951(a)(1)(B) of the Code (or similar non-U.S. tax law) that is reasonably and substantially likely to result in a significant adverse effect on the Company’s consolidated financial accounts, as a result of acting as a Subsidiary Guarantor under the Subsidiary Guaranty (other than in the case of a Person that, immediately prior to becoming a Subsidiary of such a Domestic Subsidiary, was a Subsidiary Guarantor) or (iii) that is a Foreign Subsidiary as to which the representations and warranties set forth in Section 5.20 (other than subsection (c) thereof), after the exercise of commercially reasonable efforts by the Company and such Subsidiary, would not be true and correct were it to execute the Subsidiary Guaranty, (b) the Subsidiaries of FIL listed on Schedule 1.01(i), (c) any other Subsidiary of the Company which is a CFC with respect to which the Company has elected, by written notice to the Administrative Agent delivered within the time period specified by Section 6.10(a) for the delivery of a Subsidiary Guaranty by such Subsidiary, to provide a Substitute Guaranty in place of the Subsidiary Guaranty which would have otherwise been required to be delivered pursuant to Section 6.10 by such Subsidiary and (d) a bankruptcy-remote special purpose vehicle that exists solely to facilitate a securitization transaction permitted hereunder.
Sample 1

Examples of Ineligible Material Subsidiary in a sentence

  • Compliance by Substitute Guarantors with the preceding sentence in place of such Ineligible Material Subsidiary shall be deemed to satisfy the Borrower’s obligations under the first sentence of this Section 6.10(a) with respect to such Material Subsidiary.

  • If, pursuant to clauses (b) or (d) of the definition of Ineligible Material Subsidiary, the Borrower elects to provide a Substitute Guaranty in replacement of a Subsidiary Guaranty otherwise required hereby to be provided by a Material Subsidiary, the Borrower shall cause the applicable Substitute Guarantors to comply with clauses (i) and (ii) above as if such Substitute Guarantors had themselves been Eligible Material Subsidiaries.

  • Compliance by Substitute Guarantors with the preceding sentence in place of such Ineligible Material Subsidiary shall be deemed to satisfy the Company’s obligations under the first sentence of this Section 6.10(a) with respect to such Material Subsidiary.

  • If, pursuant to clause (c) of the definition of Ineligible Material Subsidiary, the Company elects to provide a Substitute Guaranty in replacement of a Subsidiary Guaranty otherwise required hereby to be provided by a Material Subsidiary which is a CFC, the Company shall cause the applicable Substitute Guarantors to comply with clauses (i) and (ii) above as if such Substitute Guarantors had themselves been Eligible Material Subsidiaries.

  • If, pursuant to clauses (b) or (d) of the definition of Ineligible Material Subsidiary, the Company elects to provide a Substitute Guaranty in replacement of a Subsidiary Guaranty otherwise required hereby to be provided by a Material Subsidiary, the Company shall cause the applicable Substitute Guarantors to comply with clauses (i) and (ii) above as if such Substitute Guarantors had themselves been Eligible Material Subsidiaries.

  • Compliance by Substitute Guarantors with the preceding sentence in place of asuch Ineligible Material Subsidiary which is a CFC shall be deemed to satisfy the Borrower’s obligations under the first sentence of this Section 6.10(a) with respect to such Material Subsidiary.

  • If, pursuant to clause (cclauses (b) or (d) of the definition of Ineligible Material Subsidiary, the Borrower elects to provide a Substitute Guaranty in replacement of a Subsidiary Guaranty otherwise required hereby to be provided by a Material Subsidiary which is a CFC, the Borrower shall cause the applicable Substitute Guarantors to comply with clauses (i) and (ii) above as if such Substitute Guarantors had themselves been Eligible Material Subsidiaries.

  • If, pursuant to clause (c) of the definition of Ineligible Material Subsidiary, the Borrower elects to provide a Substitute Guaranty in replacement of a Subsidiary Guaranty otherwise required hereby to be provided by a Material Subsidiary which is a CFC, the Borrower shall cause the applicable Substitute Guarantors to comply with clauses (i) and (ii) above as if such Substitute Guarantors had themselves been Eligible Material Subsidiaries.


More Definitions of Ineligible Material Subsidiary

Ineligible Material Subsidiary means, at any time of determination during a Subsidiary Guarantor Period , (a) any Material Subsidiary (i) that is then prohibited by any applicable Governmental Rule from acting as a Subsidiary Guarantor under the Subsidiary Guaranty , (ii) that then would incur or suffer, or would cause Flex the Borrower or any Domestic Subsidiary to incur or suffer, (x) significant tax or similar liabilities or obligations or (y) an inclusion of income under Section 951(a)(1)(B) of the Code (or similar non-U.S. tax law) that is reasonably and substantially likely to result in a significant adverse effect on the Borrower’s consolidated financial accounts, as a result of acting as a Subsidiary Guarantor under the Subsidiary Guaranty (other than in the case of a Person that, immediately prior to becoming a Subsidiary of such a Domestic Subsidiary, was a Subsidiary Guarantor) or (iii) that is a Foreign Subsidiary as to which the representations and warranties set forth in Section 5.20 (other than subsection (c) thereof), after the exercise of commercially reasonable efforts by the Borrower and such Subsidiary, would not be true and correct were it to execute the Subsidiary Guaranty, (b) any Material Subsidiary that then would incur or suffer, or would cause any Foreign Subsidiary to incur or suffer, significant tax or similar liabilities or obligations or an inclusion of income that is reasonably and substantially likely to result in a significant adverse effect on the Borrower’s consolidated financial accounts, as a result of acting as a Subsidiary Guarantor under the Subsidiary Guaranty (other than in the case of a Person that, immediately prior to becoming a Subsidiary of such a Foreign Subsidiary, was a
Sample 1
Ineligible Material Subsidiary means, at any time of determination, any Material Subsidiary (a) that is then prohibited by any applicable Governmental Rule from acting as a Subsidiary Guarantor under the Subsidiary Guaranty, (b) that then would incur or suffer, or would cause FIL or any Domestic Subsidiary to incur or suffer, (x) significant tax or similar liabilities or obligations or (y) an inclusion of income under Section 951(a)(1)(B) of the Code (or similar non-U.S. tax law) that is reasonably and substantially likely to result in a significant adverse effect on the Company’s consolidated financial accounting results, as a result of acting as a Subsidiary Guarantor under the Subsidiary Guaranty (other than in the case of a Person that, immediately prior to becoming a Subsidiary of such a Domestic Subsidiary, was a Subsidiary Guarantor) or (c) that is a Foreign Subsidiary as to which the representations and warranties set forth in Section 5.21 (other than subsection (c) thereof), after the exercise of commercially reasonable efforts by the Company and such Subsidiary, would not be true and correct were it to execute the Subsidiary Guaranty.
Sample 1

Related to Ineligible Material Subsidiary

  • Non-Material Subsidiary means any Subsidiary that

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

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

  • Excluded Subsidiary means (i) each Subsidiary, in each case, for so long as any such Subsidiary does not (on (x) a consolidated basis with its Restricted Subsidiaries, if determined on the Closing Date by reference to the Historical Financial Statements or (y) a consolidated basis with its Restricted Subsidiaries, if determined after the Closing Date by reference to the financial statements delivered to the Administrative Agent pursuant to Section 9.1(a) and (b)) constitute a Material Subsidiary, (ii) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 9.11 (for so long as such Subsidiary remains a non-Wholly-Owned Restricted Subsidiary), (iii) any CFC Holding Company, (iv) any direct or indirect Subsidiary of a CFC or a CFC Holding Company, (v) any CFC, (vi) each Subsidiary that is prohibited by any applicable Contractual Requirement or Requirements of Law (to the extent existing on the Closing Date or, if later, the date it becomes a Restricted Subsidiary and in each case, not entered into in contemplation thereof) from guaranteeing or granting Liens to secure the Obligations or would require third-party or governmental (including regulatory) consent, approval, license or authorization to guarantee or grant such Liens to secure the Obligations (unless such consent, approval, license or authorization has been received), (vii) each Subsidiary with respect to which, as reasonably determined by the Borrower, the consequence of providing a Guarantee of the Obligations would adversely affect the ability of the Borrower and its respective Subsidiaries to satisfy applicable Requirements of Law, (viii) each Subsidiary with respect to which, as reasonably determined by the Borrower in consultation with the Administrative Agent, providing such a Guarantee would result in material adverse tax consequences, (ix) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (x) each Unrestricted Subsidiary, (xi) any Receivables Subsidiary, (xii) each other Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with assumed secured Indebtedness permitted hereunder, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such Indebtedness, in each case to the extent that, and for so long as, the documentation relating to such Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder, (xiii) each Subsidiary that is a registered broker dealer and (xiv) each SPV, not-for-profit Subsidiary and captive insurance company.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Principal Subsidiary means at any relevant time a Subsidiary of the Issuer:

  • Significant Restricted Subsidiary means any Restricted Subsidiary, or group of Restricted Subsidiaries, that would, taken together, be a “significant subsidiary” as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the Issue Date.

  • Dormant Subsidiary means a Subsidiary that owns assets in an amount equal to no more than $5,000,000 or is dormant or otherwise inactive.

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

  • Inactive Subsidiary means any Subsidiary of the Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $10,000 and (c) does not have any Indebtedness outstanding.

  • Relevant Subsidiary means any fully consolidated subsidiary of HeidelbergCement AG and for purposes only of this § 2 does not include any subsidiary which has one or more classes of equity securities (other than, or in addition to any convertible bonds or similar equity linked securities) which are listed or traded on a regulated stock exchange.

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

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

  • Insignificant Subsidiary means, on any date, any Subsidiary of Caterpillar or CFSC whose aggregate asset value, as reasonably calculated by Caterpillar in accordance with generally accepted accounting principles, is at less than or equal to $50,000,000 on such date.

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

  • Qualified Subsidiary means a Subsidiary that meets the definition of “a company controlled by its parent company” as defined in Rule 3a-5 under the 1940 Act.

  • Domestic Restricted Subsidiary means a Restricted Subsidiary incorporated or otherwise organized under the laws of the United States, any State thereof or the District of Columbia.

  • Foreign Restricted Subsidiary means any Restricted Subsidiary that is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

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

  • SBIC Subsidiary means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) either (i) 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, or (ii) any wholly-owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

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

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions and transactions related or incidental thereto.

  • Material Non Listed Indian Subsidiary means an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

  • Regulated Subsidiary means any Subsidiary of the Company so long as such Subsidiary is (a) a Broker-Dealer Subsidiary or (b) otherwise subject to regulation by any Governmental Authority and for which the incurrence of Indebtedness (including Guarantees) or the granting of Liens with respect to its assets would be prohibited or restricted or would result in a negative impact on any minimum capital or similar requirement applicable to it, in any case, as set forth in any rule or regulation of such Governmental Authority.