Unpledgeable Subsidiary definition

Unpledgeable Subsidiary means (a) any Subsidiary (i) holding title to or beneficially owning assets which are or are intended to become collateral for any Secured Indebtedness of such Subsidiary, or being a beneficial owner of a Subsidiary holding title to or beneficially owning such assets (but having no material assets other than such beneficial ownership interests) and (ii) the Equity Interests in which may not be pledged as security to any Person pursuant to restrictions contained in (x) any document, instrument or agreement evidencing such Secured Indebtedness or (y) such Subsidiary’s organizational documents included as a condition or anticipated condition to the extension of such Secured Indebtedness, (b) any JV Subsidiary of which more than 5% of the outstanding Equity Interests are owned by another person and the Equity Interests of such JV Subsidiary may not be pledged as security to any Person without the consent of such other person, and (c) any Subsidiary of an entity described in clause (a) or (b) above.
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Unpledgeable Subsidiary means (a) any Subsidiary of the Borrower the Equity Interests in which are prohibited from being pledged to secure the Obligations pursuant to restrictions contained in (x) any document, instrument or agreement evidencing Mortgage Indebtedness secured by assets directly or indirectly owned by such Subsidiary (or by its Subsidiary, provided Section 6.12(b) has been complied with in respect of such Mortgage Indebtedness) or (y) such Subsidiary’s Organizational Documents as in effect on the Closing Date or to the extent they are required to contain such restrictions under documents referred to in clause (x), (b) any JV Subsidiary, (c) any Subsidiary that holds no material assets (and holds no Equity Interests in entities that own material assets, whether directly or indirectly through Equity Interests in other such entities) and has no material operations, (d) any Subsidiary of any entity described in clause (a) or (b) or (c) above, (e) any CFC or a Subsidiary that is held directly or indirectly by a CFC, (f) any captive insurance Subsidiary, (g) any not-for-profit Subsidiary, or (h) any Subsidiary of the Borrower that is taxable as a REIT and prohibited by law or by the terms of any Mortgage Indebtedness from having its Equity Interests pledged to secure the Obligations. A Subsidiary shall no longer be considered an Unpledgeable Subsidiary when it ceases to be subject to the circumstances or restrictions which caused it to be an Unpledgeable Subsidiary.
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Unpledgeable Subsidiary means (a) any Subsidiary or Joint Venture Subsidiary (i) holding title to or beneficially owning assets which are or are intended to become collateral for any Secured Indebtedness of such Subsidiary or Joint Venture Subsidiary, or being a beneficial owner of a Subsidiary or Joint Venture Subsidiary holding title to or beneficially owning such assets (but having no material assets other than such beneficial ownership interests) and (ii) the Equity Interests of which may not be pledged as security to any Person pursuant to restrictions contained in (x) any document, instrument or agreement evidencing such Secured Indebtedness or (y) such Subsidiary’s or Joint Venture Subsidiary’s organizational documents included as a condition or anticipated condition to the extension of such Secured Indebtedness, (b) any Joint Venture Subsidiary (i) more than 5.0% of the outstanding Equity Interest of which is owned by Minority Holders and (ii) the Equity Interests of which may not be pledged as security to any Person without the consent of such Minority Holders, and (c) any Subsidiary of an entity described in clause (a) or (b) above.
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Examples of Unpledgeable Subsidiary in a sentence

  • If any provision of this Agreement may be construed in such a manner as to render the Company not an Unpledgeable Subsidiary (as defined in the Ashford Credit Facility Agreement), such provision shall be void ab initio and either Member may unilaterally amend this Agreement as is necessary to make it clear that the Company is an Unpledgeable Subsidiary.

  • Notwithstanding the foregoing, if such representations of Borrower are not true and correct, then to the full extent possible under applicable law, such confirmation by Agent shall not release, diminish or impair any Lien pursuant to the Security Documents or other rights under the Loan Documents and provided further that no such confirmation shall release, diminish or impair any provision of the Loan Documents if the specified Person is no longer an Excluded Subsidiary or an Unpledgeable Subsidiary.

  • The Company is an Unpledgeable Subsidiary (as defined in the Ashford Credit Facility Agreement).

Related to Unpledgeable 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.

  • Joint Venture Subsidiary means a Subsidiary of the Company or any of its Subsidiaries that has no assets and conducts no operations other than its ownership of Equity Interests of a Joint Venture.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Financing Subsidiary means (a) any Structured Subsidiary or (b) any SBIC 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:

  • Principal Subsidiary means any Subsidiary owning or leasing, directly or indirectly through ownership in another Subsidiary, any Principal Property.

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

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Wholly Owned Restricted Subsidiary of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person.

  • subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Single-Purpose Entity means an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

  • Guarantor Subsidiary means each Guarantor other than Holdings.

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

  • Subsidiary means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

  • 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.

  • Participating Subsidiary means a Subsidiary which has been designated by the Administrator as covered by the Plan.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, constructing or acquiring power generation facilities or related or ancillary assets or properties and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

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

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Non-Guarantor Subsidiary means any Subsidiary of the Borrower that is not a Subsidiary Guarantor.

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

  • Participating Subsidiaries means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

  • 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.