Material Guarantor Subsidiary definition

Material Guarantor Subsidiary means any of our Guarantor Subsidiaries which either (x) owns collateral and/or mortgaged real property assets having an aggregate book value in excess of five percent (5%) of the total book value of assets of us and all Guarantor Subsidiaries on a deconsolidated basis after giving effect to intercompany eliminations, or (y) has contributed during the most recently completed period of four (4) fiscal quarters for which financial statements are available, five percent (5%) or more of the Consolidated EBITDA for such period; and (iii) to the extent not a “Material Guarantor Subsidiary” pursuant to clause (ii) above, any other of our subsidiaries which is the direct or indirect parent of a subsidiary that is a “Material Guarantor Subsidiary” pursuant to clause (ii) above.
Sample 1
Material Guarantor Subsidiary means from time to time (a) any Subsidiary of the Guarantor (including the Borrower) which, on a Consolidated basis for such Subsidiary and its Subsidiaries, has assets which have a value, as reflected on the Consolidated balance sheet of the Guarantor most recently delivered to the Lenders under any of the Loan Documents, in excess of 10% of the value of the Consolidated assets of the Guarantor and its Subsidiaries (including the Borrower) as reflected therein, and (b) any other Subsidiary so designated by the Guarantor.
Sample 1
Material Guarantor Subsidiary means (a) each Eligible Property Subsidiary, (b) each Wholly Owned Subsidiary that is a Material Domestic Subsidiary (other than an Excluded Subsidiary) and (c) any other Subsidiary designated by the Company in any Compliance Certificate as a Material Guarantor Subsidiary in order to ensure that, as of the end of the Test Period to which such Compliance Certificate relates, the aggregate contribution to Total Asset Value of all Wholly Owned Subsidiaries that are not Guarantors, Foreign Subsidiaries or Excluded Subsidiaries does not exceed 1% of Total Asset Value. “May 2024 Incremental Term Loan” has the meaning given that term in the First Amendment. “May 2024 Incremental Term Loan Commitment” has the meaning given that term in the First Amendment. “Moody’s” means Xxxxx’x Investors Service, Inc. and its successors. “Mortgage Receivable” means the principal amount of an obligation owing to a Person that is secured by a mortgage, deed of trust, deed to secure debt or similar security instrument granting a Lien on real property as security for the payment of such obligation.
Sample 1

Examples of Material Guarantor Subsidiary in a sentence

  • The amendments to the definition of a Material Subsidiary and Material Guarantor Subsidiary allow the same determination of the value of the assets of the relevant Subsidiary and the value of the consolidated assets of Guarantor and its Subsidiaries as was determined under Canadian GAAP.


More Definitions of Material Guarantor Subsidiary

Material Guarantor Subsidiary means (a) each Eligible Property Subsidiary, (b) each Wholly Owned Subsidiary that is a Material Domestic Subsidiary (other than an Excluded Subsidiary) and (c) any other Subsidiary designated by the Company in any Compliance Certificate as a Material Guarantor Subsidiary in order to ensure that, as of the end of the Test Period to which such Compliance Certificate relates, the aggregate contribution to Total Asset Value of all Wholly Owned Subsidiaries that are not Guarantors, Foreign Subsidiaries or Excluded Subsidiaries does not exceed 1% of Total Asset Value.
Sample 1

Related to Material Guarantor Subsidiary

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • Non-Guarantor Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

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

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

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

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Major Subsidiary means any Subsidiary (a) more than 50% of the voting securities of which is owned directly or indirectly by Altria, (b) which is organized and existing under, or has its principal place of business in, the United States or any political subdivision thereof, Canada or any political subdivision thereof, any country which is a member of the European Union on the date hereof (other than Greece, Portugal or Spain) or any political subdivision thereof, or Switzerland, Norway or Australia or any of their respective political subdivisions, and (c) which has at any time total assets (after intercompany eliminations) exceeding $1,000,000,000.

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

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Non-Material Subsidiary means, at any date of determination, any Subsidiary of Holdings that is not a Material Subsidiary.

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

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

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Non-Guarantor Restricted Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • Immaterial Subsidiary means any Subsidiary that is not 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:

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

  • 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.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

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

  • 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.

  • 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.

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