New Domestic Subsidiary definition

New Domestic Subsidiary is defined in Section 7.12(b).
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New Domestic Subsidiary. [NEW DOMESTIC SUBSIDIARY] WACHOVIA BANK, NATIONAL ASSOCIATION,
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New Domestic Subsidiary. See Section 7.16 hereof.
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Examples of New Domestic Subsidiary in a sentence

  • Upon consummation of the Permitted Acquisition, no New Domestic Subsidiary nor Holdings or any of its Subsidiaries shall have any material existing liabilities or other obligations other than those existing under or permitted by this Agreement and the other Loan Documents and those contractual obligations and liabilities arising in the ordinary course of business.

  • All communications and notices hereunder of the New Domestic Subsidiary shall be given to it at the address set forth under its signature below.

  • A good standing certificate or certificate of status of each New Domestic Subsidiary from the Secretary of State (or other governmental authority) of its state of organization and such other states as shall be reasonably requested by Agent.

  • Borrower agrees to pledge, or to cause its Subsidiaries to pledge, (i) all of the Capital Stock of each New Domestic Subsidiary and (ii) 65% of all Capital Stock of each new Foreign Subsidiary owned directly by Borrower or any Domestic Subsidiary established or created to Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement.

  • Borrower will cause each New Domestic Subsidiary which is required to execute and deliver the Subsidiary Guarantee Agreement pursuant to Section 7.12(a) to grant to Collateral Agent a first priority Lien (subject to Permitted Liens) on all property of such Subsidiary that would have constituted Collateral on the Restatement Date upon terms substantially similar to those set forth in the Security Documents as appropriate, and reasonably satisfactory in form and substance to Agent.

  • This Supplement shall become effective when each Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Domestic Subsidiary and the Collateral Agents.

  • Each of the Lenders acknowledges and agrees that the Acquisitions (as described in “Background” above), shall be a “Permitted Acquisition” pursuant to the terms and conditions of the Loan Agreement and subject to satisfaction of the conditions set forth therein; provided however, Borrower shall not be required to provide a pledge of the “Capital Stock” of the foreign subsidiaries acquired by the applicable New Domestic Subsidiary as described in Section 6.11 of the Loan Agreement.

  • This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Domestic Subsidiary and the Collateral Agent.

  • Holdings and Borrower agree to cause each new Domestic Subsidiary established or created in accordance with Section 8.16 (a "New Domestic Subsidiary") to execute and deliver the Subsidiary Guaranty or such other guaranty of all Obligations and all obligations under Interest Rate Agreements and Other Hedging Agreements in form and substance reasonably satisfactory to Agent.

  • Holdings and Borrower agree to cause each new Domestic Subsidiary established or created in accordance with Section 8.16 (a "New Domestic Subsidiary") to execute and deliver the Subsidiary Guaranty or such other guaranty of all Obligations and all obligations under Interest Rate Agreements and Other Hedging Agreements entered into with a Lender or any Affiliate thereof in form and substance satisfactory to Administrative Agent.


More Definitions of New Domestic Subsidiary

New Domestic Subsidiary. [NEW DOMESTIC SUBSIDIARY] JPMORGAN CHASE BANK, N.A.,
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New Domestic Subsidiary is defined in SECTION 7.3.6(B).
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Related to New Domestic Subsidiary

  • Excluded Domestic Subsidiary means any Domestic Subsidiary that is (a) a direct or indirect Subsidiary of an Excluded Foreign Subsidiary or (b) an Excluded Domestic Holdco.

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

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

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

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

  • Wholly Owned Domestic Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

  • Disregarded Domestic Subsidiary means any direct or indirect (other than through a Foreign Subsidiary) Domestic Subsidiary of which all but a de minimis amount of the assets of which consist of equity interests of one or more indirect Foreign Subsidiaries.

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Foreign Subsidiary means any Subsidiary that is not a Domestic Subsidiary.

  • 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.

  • Domestic Restricted Subsidiary means a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of the United States, any state thereof or any territory or possession of the United States.

  • 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.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

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

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Wholly-Owned Foreign Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Foreign 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:

  • Direct Foreign Subsidiary means a Subsidiary other than a Domestic Subsidiary a majority of whose Voting Securities, or a majority of whose Subsidiary Securities, are owned by the Borrower or a Domestic Subsidiary.

  • Restricted Foreign Subsidiary means a Foreign Subsidiary that is a Restricted Subsidiary.

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

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

  • Domestic Subsidiary Borrower any Subsidiary Borrower which is a Domestic Subsidiary.

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

  • 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.

  • First Tier Foreign Subsidiary means a Foreign Subsidiary, the Equity Interests of which are directly owned by the Borrower or a Domestic Subsidiary that is not a Subsidiary of a Foreign Subsidiary.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.