Disregarded Foreign Subsidiary definition

Disregarded Foreign Subsidiary means any Foreign Subsidiary (a) the separate existence of which is disregarded for United States federal tax purposes under Treas. Reg. Section 301.7701-3 and (b) the tax owner of which for United States federal tax purposes is either Borrower or a Domestic Subsidiary.

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Disregarded Foreign Subsidiary means any Foreign Subsidiary the separate existence of which is disregarded for United States Federal tax purposes under Treas. Reg. Section 301.7701-3.

Examples of Disregarded Foreign Subsidiary in a sentence

If applicable law prohibits a Disregarded Foreign Subsidiary from closing its taxable year as of the Distribution Date, Capital and such Disregarded Foreign Subsidiary shall determine any Tax items includible in a SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return as if its taxable year had closed as of the end of the Distribution Date in accordance with principles of Section 2.02(c).
Unless prohibited by applicable law, any taxable year or other period of AS Spinco or any AS Spinco Subsidiary (including any Disregarded Foreign Subsidiary) that is included in a SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return that includes the Distribution Date shall end on the close of the Distribution Date.
Promptly cause each New Subsidiary (other than a Transitional Subsidiary) that is a Domestic Subsidiary or a Disregarded Foreign Subsidiary to execute and deliver a Guaranty Agreement to Administrative Agent, and if such New Subsidiary fails promptly to execute and deliver a Guaranty Agreement to Administrative Agent, Borrower shall cease providing any support, financial or otherwise, to such New Subsidiary.
For the avoidance of doubt, the parties agree that the Lien of the Administrative Agent in Collateral consisting of Capital Stock of a Foreign Subsidiary that is not a Disregarded Foreign Subsidiary whose Capital Stock is not owned in any part by a Foreign Subsidiary (other than a Disregarded Foreign Subsidiary) shall not cover 35% of the voting Capital Stock of such Foreign Subsidiary.
The foregoing notwithstanding, the Administrative Agent’s Lien in Equity Interests of a Foreign Subsidiary that is not a Disregarded Foreign Subsidiary shall not cover more than 65% of the voting Equity Interests of such Foreign Subsidiary.
For the avoidance of doubt, the parties agree that the Lien of the Administrative Agent or, if appropriate, the Security Trustee, in Collateral consisting of Capital Stock of a Foreign Subsidiary that is not a Disregarded Foreign Subsidiary whose Capital Stock is not owned in any part by a Foreign Subsidiary (other than a Disregarded Foreign Subsidiary) shall not cover 35% of the voting Capital Stock of such Foreign Subsidiary.

More Definitions of Disregarded Foreign Subsidiary

Disregarded Foreign Subsidiary means a Foreign Subsidiary that is treated as disregarded as an entity separate from its owner pursuant to Treasury Regulation Section 301.7701-3 for US Federal income tax purposes; provided, however, that a Foreign Subsidiary shall not be deemed to be a Disregarded Foreign Subsidiary (i) if all of its voting Equity Interests are owned, directly or indirectly, by (x) a Foreign Subsidiary that is not treated as a Disregarded Foreign Subsidiary or (y) one or more Foreign Subsidiaries each of which is not treated as a Disregarded Foreign Subsidiary, or (ii) if less than all of its voting Equity Interests are owned, directly or indirectly, by (x) a Foreign Subsidiary that is not treated as a Disregarded Foreign Subsidiary or (y) one or more Foreign Subsidiaries that are not treated as a Disregarded Foreign Subsidiary, to the extent that the Board of Directors of the Borrower has determined in good faith that such structure is in the best interests of the Borrower.

Disregarded Foreign Subsidiary in Section 1.1 of the Credit Agreement is hereby amended in its entirety as follows:

Disregarded Foreign Subsidiary means any AS Spinco Subsidiary that is, prior to the Distribution Date, an entity disregarded as separate (within the meaning of section 301.7701-3 of the Regulations) from a member of the SunGard Group and subject to tax on a net income basis in a non-U.S. jurisdiction by reason of its residence, presence, place of incorporation, place of effective control or management, or otherwise;

Disregarded Foreign Subsidiary means a Foreign Subsidiary (other than Crawford Financial Services) that is not a “controlled foreign corporation” as such term is defined in Section 957 of the Code and that is not owned, directly or indirectly, by a “controlled foreign corporation.” As of the Closing Date, the Disregarded Foreign Subsidiaries are Crawford & Company EMEA/A-P Holdings Limited, a limited company incorporated under the laws of England and Wales with registered number 06802708, and Crawford & Company Adjusters Limited, a limited company incorporated under the laws of England and Wales with registered number 02067042.