Selected Subsidiaries definition

Selected Subsidiaries means MGI Software Corporation, Live Picture SARL, Olivr Corporation Ltd., Roxio CI Ltd., CG1, Roxio UK Limited and Roxio Japan, Inc.
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Selected Subsidiaries means one or more operating Subsidiaries selected by any Borrower to provide a guarantee for the Loan on a joint and several basis. The Selected Subsidiaries (if any) are identified in the Statement of Terms.
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Selected Subsidiaries shall have the meaning given in Section 2.1(b), and are shown on Schedule 2.1(b) attached hereto.
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Examples of Selected Subsidiaries in a sentence

  • In certifying compliance with this requirement, the Lender shall be permitted to rely on (a) financial records delivered by the Borrower to the Lender regarding the Selected Subsidiaries; (b) the calculation of the Selected Subsidiaries’ adjusted 2019 EBITDA certified to the Lender by the Borrower; and (c) the Borrower’s identification of its Selected Subsidiaries.

  • The Lender must certify that the documentation for the Upsized Tranche contains a lien covenant or negative pledge covenant applicable to the Borrower (and the Selected Subsidiaries, if any) that is of the type and contains exceptions, limitations, carve-outs, baskets, materiality thresholds, and qualifiers that are consistent with those used by the Lender in its ordinary course lending to similarly situated borrowers.

  • For purposes of this certification, the Lender is certifying that it has not signed and will not sign a subordination agreement, an intercreditor agreement, or other similar agreement with another creditor with respect to the Upsized Tranche that subordinates the obligations that the Borrower (or the Selected Subsidiaries, if applicable) owes to the Lender to the obligations that the Borrower (or the Selected Subsidiaries, if applicable) owes to another creditor.

  • In certifying compliance with this requirement, the Lender shall be permitted to rely on(i) financial records delivered by the Borrower to the Lender regarding the Selected Subsidiaries; (ii) the calculation of the Selected Subsidiaries’ adjusted 2019 EBITDA certified to the Lender by the Borrower; and (iii) the Borrower’s identification of its Selected Subsidiaries.

  • If (and only if) the Borrower is a company, all or substantially all of the assets of which comprise equity interests in other entities, then the Borrower must certify that the Eligible Loan is fully guaranteed on a joint and several basis by its Selected Subsidiaries.

  • The Lender must certify that the Eligible Loan documentation contains a lien covenant or negative pledge covenant applicable to the Borrower (and the Selected Subsidiaries, if any) that is of the type and contains exceptions, limitations, carve-outs, baskets, materiality thresholds, and qualifiers that are consistent with those used by the Lender in its ordinary course lending to similarly situated borrowers.

  • For purposes of this certification, the Lender is certifying that it has not signed and will not sign a subordination agreement, an intercreditor agreement, or other similar agreement with another creditor with respect to the Eligible Loan that subordinates the obligations that the Borrower (or Selected Subsidiaries, if applicable) owes to the Lender to the obligations that the Borrower (or Selected Subsidiaries, if applicable) owes to another creditor.

  • For purposes of this certification, the Lender is certifying that it has not signed and will not sign a subordination agreement, an intercreditor agreement, or other similar agreement with another creditor with respect to the Eligible Loan that subordinates the obligations that the Borrower (or the Selected Subsidiaries, if applicable) owes to the Lender to the obligations that the Borrower (or the Selected Subsidiaries, if applicable) owes to another creditor.

  • None of the Seller, or the Selected Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association with respect to the Division which is not a Selected Subsidiary.

  • One of the Seller, the Excluded Division Subsidiaries and the Selected Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Selected Subsidiary, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state and foreign securities laws), lien for Taxes, Security Interests, options, warrants, purchase rights, Contracts, commitments, equities, claims, and demands.


More Definitions of Selected Subsidiaries

Selected Subsidiaries means each of (i) WABCO Europe BVBA, (ii) WABCO GmbH, (iii) WABCO do Brasil Industria e Comercio de Freios Ltda, (iv) WABCO (China) Co Ltd., (v) WABCO INDIA LIMITED, (vi) WABCO North America LLC, (vii) WABCO Polska Sp. Z.o.o. and (viii) WABCO Global GmbH;
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Related to Selected Subsidiaries

  • Designated Subsidiaries means the Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

  • Restricted Subsidiaries means the Subsidiaries of the Borrower other than the Unrestricted Subsidiaries.

  • Consolidated Restricted Subsidiaries means any Restricted Subsidiaries that are Consolidated Subsidiaries.

  • Unrestricted Subsidiaries means any Subsidiary of the Borrower designated by the Borrower as such in writing in accordance with Section 7.10(e); it being understood and agreed that (i) the term “Unrestricted Subsidiary” shall include all Subsidiaries of any such designated Subsidiary, and (ii) any Unrestricted Subsidiary may subsequently be designated by the Borrower as a Restricted Subsidiary subject to the terms of Section 7.10(e).

  • Specified Subsidiaries means any of (i) Intermediate, (ii) Dell, (iii) Denali Finance, (iv) Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree), (v) EMC, (vi) any successors and assigns of any of Intermediate, Dell, Denali Finance, Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree) and EMC, (vii) any other borrowers under the senior secured indebtedness and/or issuer of the debt securities, in each case, incurred or issued to finance the Merger and the transactions contemplated thereby and by the related transactions entered into in connection therewith and (viii) each intermediate entity or Subsidiary between the Corporation and any of the foregoing.

  • Consolidated Subsidiaries means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP.

  • Immaterial Subsidiaries means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such period.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) 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).

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Consolidated Subsidiary means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.

  • Material Subsidiaries Subsidiaries of the Parent Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Significant Restricted Subsidiary means a Restricted Subsidiary that would be a “significant subsidiary” within the meaning of the definition of “significant subsidiary” in Article 1, Rule 1-02(w) of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Original Issue Date; provided that in each instance in such definition in which the term “10 percent” is used, the term “5 percent” shall be substituted therefor.

  • Consolidated Group means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

  • 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.

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Restricted Subsidiary means any Subsidiary of the Company other than an Unrestricted Subsidiary.

  • Designated Subsidiary means any Subsidiary which has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Converted Unrestricted Subsidiary has the meaning specified in the definition of “Consolidated EBITDA.”

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Significant Subsidiaries means, as of any date of determination, collectively, all Subsidiaries that would constitute a “significant subsidiary” under Rule 1-02 of Regulation S-X promulgated by the SEC, and each of the foregoing, individually, a “Significant Subsidiary.”