Material Canadian Subsidiary means any Canadian Subsidiary having assets with a total book value of greater than or equal to 10% of the total book value of all assets of the Core Ameresco Companies on a consolidated basis.
Material Canadian Subsidiary means, as to any Person, a Canadian Subsidiary of such Person that, as of the end of the most recent Fiscal Quarter for which annual financial statements or quarterly financial statements (whichever are more recent) are available prior to the date of determination, (a) owns assets consisting of Inventory, Accounts, and Eligible Real Estate of more than $5,000,000, individually, or collectively with all non-Material Canadian Subsidiaries, more than $15,000,000 of such assets, (b) owns tangible net assets (as determined in accordance with GAAP), whether or not of the type included in the Canadian Borrowing Base of more than $20,000,000 or (c) has been designated by the Lead Borrower in a written notice to the Administrative Agent as a Material Canadian Subsidiary. The designation of a Subsidiary as a “Material Canadian Subsidiary” shall be permanent notwithstanding any subsequent reduction in such Subsidiary’s net tangible assets, unless otherwise consented to by the Administrative Agent.
Material Canadian Subsidiary means any direct or indirect Canadian Subsidiary of the Domestic Borrower that is a Material Subsidiary.
Examples of Material Canadian Subsidiary in a sentence
Any certificate representing a Pledged Certificated Security that is an Equity Interest issued by any Material Canadian Subsidiary, when delivered to the Collateral Agent, will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, signed by an authorized officer, all in form and substance reasonably satisfactory to the Collateral Agent.
If an Actionable Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the Lien Grantors that it elects to exercise the remedies provided in Section 12, such Lien Grantor will promptly give to the Collateral Agent copies of any notices and other communications received by it with respect to Pledged Certificated Securities that are Equity Interests issued by any Material Canadian Subsidiary registered in the name of such Lien Grantor or its nominee.
The Borrower, each Material Domestic Subsidiary party hereto and each Material Canadian Subsidiary party hereto also affirms the terms and conditions of all of the other Loan Documents executed by it and acknowledges and agrees that the Domestic Guaranty, the Canadian Guaranty and all other Loan Documents to which it is a party remain in full force and effect and are hereby reaffirmed, ratified and confirmed.
More Definitions of Material Canadian Subsidiary
Material Canadian Subsidiary means any Canadian Subsidiary which is a Material Domestic / Canadian Subsidiary.
Material Canadian Subsidiary means a subsidiary of the Borrower which is 100% legally and beneficially owned by the Borrower which has all or substantially all of its property and assets located in Canada;
Material Canadian Subsidiary as to any Person, a Canadian Subsidiary of such Person that, as of the end of the most recent Fiscal Quarter for which annual financial statements or quarterly financial statements (whichever are more recent) are available prior to the date of determination, (i) owns assets consisting of Inventory, Accounts, and Eligible Real Estate of more than $5,000,000, individually, or collectively with all non-Material Canadian Subsidiaries, more than $15,000,000 of such assets, or (ii) owns tangible net assets (as determined in accordance with GAAP), whether or not of the type included in the Canadian Borrowing Base of more than $20,000,000. The designation of a Subsidiary as a “Material Canadian Subsidiary” shall be permanent notwithstanding any subsequent reduction in such Subsidiary’s net tangible assets, unless otherwise consented to by the Administrative Agent. As of the Closing Date, the Subsidiaries listed on Schedule 1.2 are not Material Canadian Subsidiaries.
Material Canadian Subsidiary means, at any particular time, any direct or indirect Subsidiary of Anixter Canada which is incorporated or otherwise formed under the laws of Canada or any province or territory thereof and in respect of which:
Material Canadian Subsidiary means each Subsidiary organized under the laws of Canada (i) which, as of the most recent Fiscal Quarter of the U.S. Borrower, for the period of four consecutive Fiscal Quarters then ended, for which financial statements have been delivered pursuant to Section 5.01, contributed greater than five percent (5%) of Consolidated EBITDA for such period or (ii) which contributed greater than five percent (5%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of that portion of Consolidated EBITDA or Consolidated Total Assets of all Subsidiaries organized under the laws of Canada that are not Material Canadian Subsidiaries exceeds ten percent (10%) of Consolidated EBITDA for any such period or ten percent (10%) of Consolidated Total Assets as of the end of any such Fiscal Quarter, the U.S. Borrower (or, in the event the U.S. Borrower has failed to do so within ten (10) days, the Administrative Agent, provided that the Administrative Agent will consult with the U.S. Borrower as part of such process) shall designate sufficient Subsidiaries organized under the laws of Canada as “Material Canadian Subsidiaries” to cause that portion of Consolidated EBITDA or Consolidated Total Assets held by such Subsidiaries that are not Material Canadian Subsidiaries to equal or be less than ten percent (10%) of Consolidated EBITDA or Consolidated Total Assets, as applicable, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Canadian Subsidiaries on and after the date of such designation; provided, further, if a Subsidiary which does not meet the aforementioned 5% requirement is designated by the U.S. Borrower as a Material Canadian Subsidiary, becomes a Loan Party Guarantor, and delivers all applicable Collateral Documents in accordance with Section 5.09, then such Subsidiary shall be deemed to be a Material Canadian Subsidiary for purposes hereof, and shall not be counted toward the 10% non-Material Canadian Subsidiary basket described above.
Material Canadian Subsidiary means as to any Person, a Canadian Subsidiary of such Person that, as of the end of the most recent Fiscal Quarter for which financial statements are available owns assets consisting of Inventory and Accounts of more than $10,000,000, individually. The designation of a Subsidiary as a “Material Canadian Subsidiary” shall be permanent notwithstanding any subsequent reduction in such Subsidiary’s assets, unless otherwise consented to by the Administrative Agent. As of the Effective Date, there are no Material Canadian Subsidiaries.
Material Canadian Subsidiary means a subsidiary of the Borrower which is 100% legally and beneficially owned by the Borrower which has all or substantially all of its property and assets located in Canada; (rrrr) "Maturity Date" means that date which is 364 days after Closing Date or that date in any ensuing year which is 364 days after the immediately preceding Maturity Date if Royal accedes to a request from the Borrower pursuant to §3.3 for an extension of the Maturity Date; (ssss) "Multiemployer Plan" means any employee benefit plan of a type described in Section 4001(a) (3) of ERISA, to which the Guarantor or any ERISA Affiliate makes or is obligated to make contributions or during the preceding three calendar years, has made or been obligated to make contributions; (tttt) "PBGC" means the Pension Plan Guaranty Corporation, or any governmental authority succeeding to any of its principal functions under ERISA; (uuuu) "PDS Services" means payment distribution services as may be approved from time to time by Royal; (vvvv) "PDS Services Fees" means the fees charged by Royal in respect of PDS Services; (wwww) "Pension Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Guarantor or any ERISA Affiliate or to which the Guarantor or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five (5) plan years; (xxxx) "Permitted Encumbrances" means: (1) Liens for taxes, assessments or governmental charges or levies not at the time due and delinquent or the validity of which is being contested at the time by the Borrower or the relevant Subsidiary, as the case may be, in good faith; (2) the Lien of any judgement rendered or claim filed against the Borrower or any of its Subsidiaries which is being contested in good faith; (3) undetermined or inchoate Liens and charges, including construction Liens, Liens incidental to current operations of the Borrower or any of its Subsidiaries which have not at such time been filed pursuant to law against the Borrower or any of its Subsidiaries which relate to obligations neither due nor delinquent; (4) restrictions, easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by any Persons or minor defects ...