Permitted Escrow Subsidiary definition

Permitted Escrow Subsidiary means a wholly-owned limited purpose Subsidiary of the Borrower formed solely for the purposes of, and that solely engages in, the issuance of Notes and the Permitted Escrow Transactions with respect to such Notes in connection with a Permitted Material Acquisition; provided that such Permitted Escrow Subsidiary (a) has no assets or liabilities other than (i) cash and Cash Equivalents constituting Permitted Escrow Funds with respect to the applicable Notes and (ii) obligations under the applicable Notes or otherwise arising out of the Permitted Escrow Transactions with respect to such Notes and (b) is merged into or consolidated with the Borrower (with the Borrower as the surviving Person) substantially contemporaneously with the consummation of such Permitted Material Acquisition, with the Borrower assuming such Permitted Escrow Subsidiary’s obligations under the applicable Notes upon consummation of such merger or consolidation.
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Permitted Escrow Subsidiary mean a Wholly Owned Subsidiary of the Borrower formed solely for the purposes of, and that solely engages in, the issuance or incurrence of Indebtedness subject to a Permitted Escrow Arrangement and activities reasonably related thereto in connection with a specified related transaction to be funded with such Indebtedness; provided that such Permitted Escrow Subsidiary (a) has no assets or liabilities other than (i) cash and Cash Equivalents constituting Permitted Escrow Funds with respect to the applicable Indebtedness and (ii) obligations under the applicable Indebtedness or otherwise arising out of the Permitted Escrow Arrangement with respect to such Indebtedness and (b) is merged into or consolidated with the Borrower (with the Borrower as the surviving Person) substantially contemporaneously with the consummation of such specified related transaction, with the Borrower assuming such Permitted Escrow Subsidiary’s obligations under the applicable Indebtedness upon consummation of such merger or consolidation.
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Permitted Escrow Subsidiary means a wholly-owned limited purpose Subsidiary of the Company formed solely for the purposes of, and that solely engages in, the issuance of Notes and the Permitted Escrow Transactions with respect to such Notes in connection with a Permitted Material Acquisition; provided that such Permitted Escrow Subsidiary (a) has no assets or liabilities other than (i) cash and Permitted Investments constituting Permitted Escrow Funds with respect to the applicable Notes and (ii) obligations under the applicable Notes or otherwise arising out of the Permitted Escrow Transactions with respect to such Notes and (b) is merged into or consolidated with the Company or another Subsidiary Loan Party (with the Company or such Subsidiary Loan Party as the surviving Person) substantially contemporaneously with the consummation of such Permitted Material Acquisition, with the Company or such Subsidiary Loan Party assuming such Permitted Escrow Subsidiary’s obligations under the applicable Notes upon consummation of such merger or consolidation.
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More Definitions of Permitted Escrow Subsidiary

Permitted Escrow Subsidiary means a wholly-owned limited purpose Subsidiary of the Company formed solely for the purposes of, and that solely engages in, the HN Escrow Transactions; provided that such Permitted Escrow Subsidiary (a) has no assets or liabilities other than (i) cash and cash equivalents (including U.S. government securities) constituting Permitted Escrow Funds and (ii) obligations under the HN Acquisition Notes or otherwise arising out of the Permitted Escrow Transactions and (b) is merged into or consolidated with the Company (with the Company as the surviving Person) substantially contemporaneously with the consummation of the HN Acquisition, with the Company assuming (including by operation of law) such Permitted Escrow Subsidiary’s obligations under the HN Acquisition Notes upon consummation of such merger or consolidation.
Sample 1
Permitted Escrow Subsidiary mean a Wholly Owned Subsidiary of the Borrower formed solely for the purposes of, and that solely engages in, the issuance or incurrence of Indebtedness subject to a Permitted Escrow Arrangement and activities reasonably related thereto in connection with a specified related transaction to be funded with such Indebtedness; provided that such Permitted Escrow Subsidiary (a) has no assets or liabilities other than (i) cash and Cash Equivalents constituting Permitted Escrow Funds with respect to the applicable Indebtedness and
Sample 1

Related to Permitted Escrow Subsidiary

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.

  • Property Owner means any person shown as the owner of land on the last equalized assessment roll or otherwise known to be the owner of land by the city council. “Business owner” means any person recognized by the city as the owner of the business. “Owner” means either a business owner or a property owner. The city council has no obligation to obtain other information as to the ownership of land or businesses, and its determination of ownership shall be final and conclusive for the purposes of this part. Wherever this part requires the signature of the property owner, the signature of the authorized agent of the property owner shall be sufficient. Wherever this part requires the signature of the business owner, the signature of the authorized agent of the business owner shall be sufficient.

  • Excluded Property shall have the meaning set forth in the Security Agreement.

  • Excluded Subsidiary means (a) each Subsidiary listed on Schedule 1.01C hereto, (b) any Subsidiary that is prohibited by applicable Law or by any contractual obligation existing on the Closing Date (or, if later, the date such Subsidiary first becomes a Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee unless such consent, approval, license or authorization has been received, (c) any Subsidiary organized in a jurisdiction other than a Covered Jurisdiction, (d) any Foreign Subsidiary to the extent the provision of a Guarantee by such Subsidiary would expose the officers, directors or shareholders of such Subsidiary to individual liability or would result in corporate benefit, financial assistance or similar issues, in each case as reasonably determined by the Parent Borrower in consultation with the Administrative Agent, (e) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition that, at the time of such Permitted Acquisition, has assumed secured Indebtedness not incurred in contemplation of such Permitted Acquisition and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (e) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable), (f) any Immaterial Subsidiary or Unrestricted Subsidiary, (g) captive insurance companies, (h) not-for-profit Subsidiaries, (i) special purpose entities (including any entity used to effect any Permitted Receivables Financing), (j) any non-Wholly-Owned Subsidiary, (k) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Parent Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (l) for so long as it does not have in excess of $15,000,000 of Indebtedness outstanding (other than Indebtedness owed to the Parent Borrower or any of its Restricted Subsidiaries), the Canadian Advertising Fund Subsidiary.