Material Domestic Subsidiaries means each wholly-owned Domestic Subsidiary of the Borrower other than (a) (i) Subsidiaries which, as of the most recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.11(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.11(a) or (b), the most recent financial statements referred to in Section 3.09(a)), contributed less than $1,000,000 of Consolidated EBITDA for such period or (ii) Subsidiaries which contributed less than $1,000,000 of Consolidated Total Assets as of such date, (b) any FSHCO, or (c) any Domestic Subsidiary that is a direct or indirect Subsidiary of a CFC.
Material Domestic Subsidiaries means each Domestic Subsidiary which, as of the most recent fiscal quarter of Holdings, 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 ten percent (10%) of Total Assets as of such date; provided that, if at any time the aggregate amount of the Total Assets of all Subsidiaries that are not Material Domestic Subsidiaries exceeds ten percent (10%) of Total Assets as of the end of any such fiscal quarter, Holdings (or, in the event Holdings has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Subsidiaries as “Material Domestic Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries.
Material Domestic Subsidiaries means each Domestic Subsidiary with total assets of $40,000,000 or more; provided that in the event that, at any time, the total assets of all Domestic Subsidiaries which are not then Guarantors (the “Non-Guarantor Domestic Subsidiaries”), in the aggregate, is equal to or greater than $120,000,000, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after the date thereof) shall cause any such Non-Guarantor Domestic Subsidiary which has total assets equal to or greater than $24,000,000 to take the actions and deliver the documents required by Section 5.22 and thereafter such Subsidiaries shall be “Guarantors.”
Examples of Material Domestic Subsidiaries in a sentence
Schedule 3.12 sets forth, as of the date hereof, (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) the type of entity and jurisdiction of organization of the Borrower and each of its Subsidiaries, and (c) which of the Borrower’s Subsidiaries are Material Domestic Subsidiaries and Material Foreign Subsidiaries.
As of the Closing Date, there are no Material Domestic Subsidiaries.
All Material Domestic Subsidiaries are party to the Subsidiary Guarantee, and, except upon the occurrence and during the continuation of a Collateral Release, the Borrower and all Restricted Subsidiaries holding Equity Interests in the Material Domestic Subsidiaries are party to the Pledge Agreement.
Schedule 3.12 sets forth, as of the date hereof, (a) a correct and complete list of the name and ownership interest of Holdings and each Subsidiary in each Subsidiary, (b) the type of entity and jurisdiction of organization of Holdings and each of its Subsidiaries, and (c) which of Holdings’ Subsidiaries are Material Domestic Subsidiaries and Material Foreign Subsidiaries.
As of the Effective Date, Schedule 3.11 sets forth all of the Company’s Subsidiaries, the jurisdiction of organization or incorporation of each of its Subsidiaries and the identity of the holders of all shares or other interests of each class of Equity Interests of each of its Subsidiaries and identifies those Subsidiaries that are Material Domestic Subsidiaries.
More Definitions of Material Domestic Subsidiaries
Material Domestic Subsidiaries means each Domestic Subsidiary listed on Schedule 2.02 and any other Domestic Subsidiary that becomes a party hereto or delivers a Guaranty; provided, that Domestic Foreign Holding Companies shall not be deemed Material Domestic Subsidiaries for purposes of this Agreement or other Loan Documents.
Material Domestic Subsidiaries means (1) any Domestic Subsidiary having (a) assets with a book value or Fair Market Value equal to at least $5.0 million or (b) aggregate revenues (excluding intercompany revenues) for the 12- month period ending on the last day of the most recent fiscal quarter of the Company for which financial statements are available in an amount equal to at least $5.0 million and (2) any Domestic Subsidiary designated in an Officers' Certificate delivered to the Trustee as a "Material Domestic Subsidiary" for purposes of this Indenture. If at any time:
Material Domestic Subsidiaries means (1) any Domestic Subsidiary having (a) assets with a book value or Fair Market Value equal to at least $5.0 million or (b) aggregate revenues (excluding intercompany revenues) for the 12-month period ending on the last day of the most recent fiscal quarter of the Company for which financial statements are available in an amount equal to at least $5.0 million and (2) any Domestic Subsidiary designated in an Officers’ Certificate delivered to the Trustee as a “Material Domestic Subsidiary” for purposes of this Indenture. If at any time:
Material Domestic Subsidiaries means all Domestic Subsidiaries, other than (i) Monetization Subsidiaries and (ii) those Domestic Subsidiaries that in the aggregate (a) have total assets less than five percent (5%) of the total assets of the Borrower and its Consolidated Subsidiaries measured on a consolidated basis in accordance with GAAP as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), or (b) have Consolidated EBITDA that is less than five percent (5%) of the Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries measured on a consolidated basis in accordance with GAAP for the four Fiscal Quarter period ending on the last day of the Fiscal Quarter for which the most recent financial statements required under Section 5.1(a) or (b) have been delivered, but in any event including each Domestic Subsidiary (other than any Monetization Subsidiary) that has total assets or Consolidated EBITDA in an amount that equals or exceeds (x) two and one-half percent (2.5%) of the total assets of the Borrower and its Consolidated Subsidiaries measured on a consolidated basis in accordance with GAAP as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), or (y) two and one-half percent (2.5%) of the Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries measured on a consolidated basis in accordance with GAAP for the four Fiscal Quarter period ending on the last day of the Fiscal Quarter for which the most recent financial statements required under Section 5.1(a) or (b) have been delivered.
Material Domestic Subsidiaries means each Domestic Subsidiary with total assets of $20,000,000 or more; provided that in the event that, at any time, the total assets of all Domestic Subsidiaries which are not then Guarantors (the "Non-Guarantor Domestic Subsidiaries"), in the aggregate, is equal to or greater than $60,000,000, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after the date thereof) shall cause any such Non-Guarantor Domestic Subsidiary which has total assets equal to or greater than $12,000,000 to take the actions and deliver the documents required by Section 5.22 and thereafter such Subsidiaries shall be "Guarantors." On the Closing Date, the Material Domestic Subsidiaries are: Outback Steakhouse of Florida, Inc.; Carrabba's Italian Grill, Inc.; Outback Steakhouse International, Inc.; OS Capital, Inc.; OS Pacific, Inc.; OS Prime, Inc.; and Outback Sports, LLC.
Material Domestic Subsidiaries means each Domestic Subsidiary (i) which, as of the most recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than two-and-one-half percent (2.5%) of Consolidated EBITDA for such period or (ii) which contributed greater than two-and-one-half percent (2.5%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Domestic Subsidiaries that are not Material Domestic Subsidiaries exceeds five percent (5%) of Consolidated EBITDA for any such period or five percent (5%) of Consolidated Total Assets as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries as “Material Domestic Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries.
Material Domestic Subsidiaries means each Domestic Subsidiary (i) which, as of the most recent fiscal quarter of the 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 ten percent (10%) of the Borrower’s Consolidated EBITDA for such period or (ii) which contributed greater than ten percent (10%) of the Borrower’s Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of the EBITDA or consolidated total assets of all Domestic Subsidiaries that are not Material Domestic Subsidiaries exceeds ten percent (10%) of the Borrower’s Consolidated EBITDA for any such period or ten percent (10%) of the Borrower’s Consolidated Total Assets as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries as “Material Domestic Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries.