Transferor Subsidiaries definition

Transferor Subsidiaries means any Subsidiary or Affiliate of LM that owns, leases or is otherwise in possession of any of the Transferred Assets or is liable or obligated in respect of any of the Assumed Liabilities, and prior to the Closing, unless the context requires otherwise, the Company; provided, that for purposes of Exhibit II of this Agreement and Exhibit I of the Exchange Agreement, the Transferor Subsidiaries shall not include the Access Graphics Foreign Subsidiaries.
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Transferor Subsidiaries means each of the
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Transferor Subsidiaries means the subsidiary Debtors that purportedly “sold”
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Examples of Transferor Subsidiaries in a sentence

  • Further, Services’ financial statements filed with the SEC reflect that the Transferor Subsidiaries have billions of dollars of “long-term lease obligations” with respect to the Leased Property, in an amount equal to the present value of the scheduled rent payments under the Master Lease as calculated by Services.

  • Here, both elements of estoppel are met by Windstream’s statements to utilities regulators in seeking and obtaining approval for the Transaction that the Transferor Subsidiaries would “lease” the Transferred Assets.

  • As part of the Transaction, the Transferor Subsidiaries transferred the Transferred Assets to the Transferees ( i.e., Uniti and its subsidiaries).

  • Because the Transferor Subsidiaries hold the Transferred Assets under a sublease from Holdings, they “lease” the Transferred Assets under the plain and ordinary meaning of the term, and thus have entered into a “Sale and Leaseback Transaction” with respect to the assets they transferred to CSL, in violation of Section 4.19.

  • For example, the Separation Agreement required Services to cause the Transferor Subsidiaries to execute assignment agreements pursuant to which, in the aggregate, Services and the Transferor Subsidiaries transferred, conveyed, and delivered the Transferred Assets to Uniti.

  • Although the Transferor Subsidiaries received nothing in exchange for their assets, as part of the Transaction (and in exchange for the transfer of the Transferred Assets by the Transferor Subsidiaries to the Transferees), Uniti transferred 100% of its common stock,$1.035 billion in cash, and $2.5 billion of debt to Services.

  • The Transaction violates Section 4.19 because the Transferor Subsidiaries “lease” the assets they transferred to CSL within the meaning of the Indenture.

  • Likewise, those financial statements report the Transferor Subsidiaries annually making hundreds of millions of dollars of rent payments, recorded as “payments under long-term lease obligations” and related interest expense, equal to the scheduled rental payments under the Master Lease.

  • Either way, the legal consequence is the same—the Transferor Subsidiaries “lease” back assets they transferred in violation of Section 4.19.

  • Services is incorrect that the Transferor Subsidiaries that enjoy exclusive use of the Leased Property with the knowledge and consent of the nominal primary lessee Holdings, and that have “historically” ( i.e., for each of the last 38 months) remitted monthly rent payments to Holdings (which Holdings has knowingly accepted), have no “obligation” to make rent payments to Holdings.

Related to Transferor Subsidiaries

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

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

  • 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:

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

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

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

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • 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.

  • 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.

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

  • Subsidiary or Subsidiaries means any corporation of which the Company owns securities having a majority of the ordinary voting power in electing the board of directors directly or through one or more subsidiaries.

  • Company Subsidiaries means the Subsidiaries of 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.

  • 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.

  • Material Subsidiaries Subsidiaries of the 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.

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

  • Non-Debtor Subsidiaries means all direct and indirect subsidiaries of any Debtor that are not Debtors in the Chapter 11 Cases.

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

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

  • Unconsolidated Affiliates means an Affiliate of the Borrower whose financial statements are not required to be 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.

  • Consolidated Entities as of any date of determination, any entities whose financial results are consolidated with those of Kimco in accordance with GAAP.

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • 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).

  • 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.

  • Unrestricted Subsidiaries means any Subsidiary of the Company that (a) shall have been designated as an “Unrestricted Subsidiary” in accordance with the provisions of Section 1.05 and (b) any Subsidiary of an Unrestricted Subsidiary; notwithstanding the foregoing, so long as a Subsidiary Borrower has Term Loans outstanding under this Agreement, such Subsidiary Borrower shall not be an Unrestricted Subsidiary.