Specified Domestic Subsidiary means each wholly-owned Domestic Subsidiary of the Company other than (i) any Foreign Holding Company, (ii) any Receivables Entity, (iii) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or Foreign Holding Company and (iv) any Immaterial Subsidiary.
Specified Domestic Subsidiary means each wholly owned Domestic Subsidiary of the Company other than (i) any Foreign Holding Company, (ii) any Receivables Entity, (iii) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary and (iv) any Domestic Subsidiary that on a consolidated basis with its Subsidiaries did not have consolidated revenues in excess of 1.0% of the Company’s consolidated revenues for the most recently ended four fiscal quarter period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and did not have consolidated total assets in excess of 1.0% of Consolidated Total Assets as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered on or prior to the Closing Date or pursuant to Section 5.01(a) or (b); provided that upon any wholly owned Domestic Subsidiary ceasing to meet the requirements of one or more of clauses (i) through (iv) of this definition, the Company shall be deemed to have acquired a Specified Domestic Subsidiary at such time and shall cause such Domestic Subsidiary to comply with the applicable provisions of Section 5.09.
Specified Domestic Subsidiary means (a) any wholly owned Domestic Subsidiary of the Parent Entity that is the direct parent of the U.S. Parent Borrower and (b) each wholly owned Domestic Subsidiary of a Domestic Subsidiary Borrower, in each case formed or acquired after the Effective Date other than (i) any Receivables Entity, (ii) any Domestic Subsidiary that is a subsidiary of a Foreign Subsidiary of a Domestic Subsidiary Borrower, (iii) any Domestic Subsidiary that has no material assets other than Equity Interests or Indebtedness of one or more Foreign Subsidiaries (other than the direct parent of the U.S. Parent Borrower), (iv) any Unrestricted Subsidiary, (v) any Domestic Subsidiary that on a consolidated basis with its Restricted Subsidiaries did not have consolidated revenues in excess of 1% of the Parent Entity’s consolidated revenues for the most recently ended four fiscal quarter period of the Parent Entity for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and did not have consolidated total assets in excess of 1% of Consolidated Total Assets as of the most recently ended fiscal quarter of the Parent Entity for which financial statements have been delivered on or prior to the Effective Date or pursuant to Section 5.01(a) or (b), (vi) any Domestic Subsidiary that is prohibited by Law or contractual obligations existing on the Closing Date or on the date such Person becomes a Subsidiary (and not created in anticipation thereof) from providing a Guaranty or that would require a governmental (including regulatory) consent, approval, license or authorization to provide such Guaranty, unless such consent, approval, license or authorization has been obtained and (vii) any Domestic Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower Agent, the burden or cost of providing a Guaranty shall outweigh the benefits to the Lenders to be afforded thereby; provided that upon any wholly owned Domestic Subsidiary ceasing to meet the criteria for exclusion pursuant to each of clauses (i) through (vii) above, the Parent Entity shall be deemed to have acquired a Specified Domestic Subsidiary at such time and shall cause such Domestic Subsidiary to comply with the applicable provisions of Section 5.09.
Examples of Specified Domestic Subsidiary in a sentence
New York 100% of all Equity interests N/A Specified Domestic Subsidiary Constellation Beers Ltd.
Maryland 100% of all Equity Interests N/A Specified Domestic Subsidiary Constellation Leasing, LLC New York 100% of all Equity Interests N/A Specified Domestic Subsidiary Constellation Services LLC Delaware 100% of all Equity Interests N/A Specified Domestic Subsidiary Constellation Wines U.S., Inc.
New York 100% of all Equity Interests N/A Specified Domestic Subsidiary Franciscan Vineyards, Inc.
Schedule 3.01 hereto identifies each Subsidiary of the Parent Entity on the Effective Date, if such Subsidiary is a Specified Domestic Subsidiary or a Specified Foreign Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of its capital stock or other equity interests owned by the Parent Entity and the other Subsidiaries.
Schedule 3.01 hereto identifies each Subsidiary of Parent on the Effective Date, if such Subsidiary is a Specified Domestic Subsidiary or a Specified Foreign Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of its capital stock or other equity interests owned by Parent and the other Subsidiaries.
More Definitions of Specified Domestic Subsidiary
Specified Domestic Subsidiary means, at any time, each Domestic Subsidiary other than (i) Domestic Subsidiaries that do not conduct a business of any kind and do not own or possess any assets and (ii) so long as they remain private charitable foundations, Modine Foundation, Inc., a Wisconsin corporation, and Modine Manufacturing Company Foundation, Inc., a Wisconsin corporation.
Specified Domestic Subsidiary means any Subsidiary organized under the laws of any state of the United States of America or the District of Columbia, other than any such Subsidiary (a) at least 90% of the book value of whose assets are not located in the United States or (b) whose assets are comprised of Equity Interests in a Subsidiary whose assets are as described in the immediately preceding clause (a).
Specified Domestic Subsidiary means each wholly owned Domestic Subsidiary of the Company other than (i) the Captive Insurance Subsidiary, (ii) any Foreign Holding Company, (iii) any Receivables Entity, (iv) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary and (v) any Domestic Subsidiary that on a consolidated basis with its Subsidiaries did not have consolidated revenues in excess of 1% of the Company’s consolidated revenues for the most recently ended four fiscal quarter period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and did not have consolidated total assets in excess of 1% of Consolidated Total Assets as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered on or prior to the Effective Date or pursuant to Section 5.01(a) or (b); provided that upon any wholly owned Domestic Subsidiary ceasing to meet the requirements of one or more of clauses (i) through (v) of this definition, the Company shall be deemed to have acquired a Specified Domestic Subsidiary at such time and shall cause such Domestic Subsidiary to comply with the applicable provisions of Section 5.09.
Specified Domestic Subsidiary means each wholly owned Domestic Subsidiary of the Borrower other than (i) any Foreign Holding Company, (ii) any Unrestricted Subsidiary, (iii) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC, (iv) any Subsidiary (x) that is prohibited or restricted by applicable Law (whether on the Acquisition Amendments Effective Date or thereafter) or Contractual Obligations existing on the Acquisition Amendments Effective Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from guaranteeing the Obligations or, (y) if such Subsidiary would require or be subject to any governmental authority or regulatory third party consent, approval, license or authorization to guarantee the Obligations, (v) any trusts relating to the funding or payment of benefits under any “employee benefit plan” and (vi) any Domestic Subsidiary that is an Immaterial Subsidiary; provided, further, that upon any wholly owned Domestic Subsidiary ceasing to meet the requirements of one or more of clauses (i) through (vi) of this definition, the Borrower shall be deemed to have acquired a Specified Domestic Subsidiary at such time and shall cause such Domestic Subsidiary to comply with the applicable provisions of Section 5.09.
Specified Domestic Subsidiary means (a) each wholly owned Domestic Subsidiary of the Borrower that is a direct or indirect parent of Corporation and (b) each wholly owned Domestic Subsidiary of Corporation, in each case formed or acquired after the Effective Date other than (i) any Receivables Entity, (ii) any Domestic Subsidiary that is a subsidiary of an International Subsidiary (other than any direct or indirect parent of the Borrower), (iii) any Domestic Subsidiary that has no material assets other than stock of one or more International Subsidiaries (other than any direct or indirect parent of the Borrower) and (iv) any Domestic Subsidiary that on a consolidated basis with its Subsidiaries did not have consolidated revenues in excess of 1% of the Borrower’s consolidated revenues for the most recently ended four fiscal quarter period of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and did not have consolidated total assets in excess of 1% of Consolidated Total Assets as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered on or prior to the Effective Date or pursuant to Section 5.01(a) or (b); provided that upon any wholly owned Domestic Subsidiary ceasing to meet the requirements of both of clauses (ii) and (iii) and one or both of clauses (i) and (iv) of this definition, the Borrower shall be deemed to have acquired a Specified Domestic Subsidiary at such time and shall cause such Domestic Subsidiary to comply with the applicable provisions of Section 5.09.
Specified Domestic Subsidiary means any Domestic Subsidiary that is a subsidiary of a CFC.
Specified Domestic Subsidiary means each wholly owned Domestic Subsidiary of the U.S. Borrower other than (a) any Foreign Holding Company, (b) any Unrestricted Subsidiary, (c) any CFC and (d) any Domestic Subsidiary that is an Immaterial Subsidiary; provided that upon any wholly owned Domestic Subsidiary ceasing to meet the requirements of one or more of clauses (a) through (d) of this definition, the U.S. Borrower shall be deemed to have acquired a Specified Domestic Subsidiary at such time and shall cause such Domestic Subsidiary to comply with the applicable provisions of Section 5.09; provided, further that none of the following shall be a Specified Domestic Subsidiary: (i) any Subsidiary that is prohibited or restricted by applicable Law from guaranteeing the Obligations; (ii) any Subsidiary that (A) is prohibited by any contractual obligation existing on the Closing Date or on the date such Subsidiary is acquired or otherwise becomes a Subsidiary (but not entered into in contemplation of the Transactions or such acquisition) from guaranteeing the Obligations or (B) would require governmental (including regulatory) consent, approval, license or authorization to guarantee the Obligations, unless such consent, approval, license or authorization has been received; and (iii) any trust that relates to the funding or payment of benefits under any “employee benefit plan” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA).