Divided LLC definition

Divided LLC means a limited liability company which has been formed upon the consummation of an LLC Division.

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Divided LLC means any Delaware LLC which has been formed as a consequence of a Division (excluding any dividing Delaware LLC that survives a Division).

Divided LLC means a limited liability company which has been formed upon the consummation of an LLC Division. “Divided LP” means a limited partnership which has been formed upon the consummation of an LP Division.

Examples of Divided LLC in a sentence

Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9, Borrower will not, and will not permit any of its Subsidiaries to convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of its or their assets (and including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division).
In addition, Holdings shall not consummate a Delaware LLC Division, unless each Delaware Divided LLC formed thereby executes and delivers to the Administrative Agent joinders to this Agreement and the Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which it becomes a Guarantor under Article X hereunder, a Pledgor under the Security Agreement and agrees to be bound by this Section 7.15.
Pursuant to Section 5.10 of the Credit Agreement, after any Subsidiary is acquired or formed (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC) or after any Unrestricted Subsidiary is designated as a Restricted Subsidiary, such Subsidiary shall, if such Subsidiary is a Material Domestic Subsidiary, become a Guarantor hereunder by executing an agreement substantially in the form of Annex 1 hereto (a “Guarantee Supplement”).
Each Credit Party will pledge to the Collateral Agent to secure the Obligations (i) one hundred percent (100%) of the Equity Interests in each of its Domestic Subsidiaries (including, without limitation, each Subsidiary that is a Delaware Divided LLC) (including a pledge by the Parent of 100% of the Equity Interests in the Borrower), and (ii) sixty-five percent (65%) of Equity Interests in each of its First-Tier Foreign Subsidiaries.
The Parent Guarantor shall not merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including without limitation to or in favor of a Delaware Divided LLC pursuant to a Delaware LLC Division).

More Definitions of Divided LLC

Divided LLC means any LLC which has been formed upon the consummation of a LLC Division. “Dividend Compliance Certificate” has the meaning assigned to such term in Section 5.11. “Dollars” or “$” means dollars in lawful currency of the United States of America. “Domestic Business Day” means any day other than a Saturday, a Sunday, or other day on which commercial banks in New York City or Columbus, Ohio are authorized or required by Law to be closed. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower, any of the Borrower’s Affiliates or Subsidiaries, any Defaulting Lender or any natural person. “Environmental Authorizations” means all licenses, permits, orders, approvals, notices, registrations or other authorizations for conducting the business of a Loan Party or any Subsidiary of a Loan Party required by any applicable Environmental Law. “Environmental Laws” means all federal, state, local and foreign laws and any consent decrees, settlement agreements, judgments, orders or directives issued by or entered into with a Governmental Authority pertaining or relating to: (i) pollution or pollution control; (ii) protection of human health or the environment; (iii) employee safety in the workplace; (iv) the presen...

Divided LLC means a limited liability company which has been formed upon the consummation of an LLC Division. “Dollars” or “$” means the lawful currency of the United States of America.

Divided LLC means any limited liability company which has been formed upon the consummation of an LLC Division. “Documentation Agent” means, solely with respect to the Term A Facility and the Revolving Credit Facility, BMO Harris Bank, N.A. and

Divided LLC means any LLC which has been formed upon the consummation of a LLC Division. “Dollar,” “Dollars,” “U.S. Dollars” and the symbol “$” means lawful money of the United States of America. “Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including, but not limited to, those related to Hazardous Materials. “Equity Interests” means, in the case of a corporation, shares of capital stock of any class or series, including warrants, rights, participating interests or options to purchase or otherwise acquire any class or series of capital stock or Securities exchangeable for or convertible into any class or series of capital stock, and in the case of any limited liability company or other entity shall mean any class or series of limited liability company interests or like interests constituting equity, and in the case of each of the foregoing, any part or portion thereof or participation in any of the foregoing. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. “ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Section 414 of the Code.

Divided LLC means any limited liability company which has been formed upon the consummation of an LLC Division. “Dollar” and “$” mean lawful money of the United States. “Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. “Domestic Loan Party” means the Company and each Domestic Subsidiary that is a Loan Party. “Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia. “Domestic Subsidiary Guaranty” means the Domestic Subsidiary Guaranty dated as of July 1, 2016 made by the Domestic Subsidiary Guarantors in favor of the Administrative Agent and the other parties benefitting thereunder. - 18-

Divided LLC means any Delaware LLC which has been formed as a consequence of a Division (excluding any dividing Delaware LLC that survives a Division). “Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act. “Dollars” or “$” means the lawful currency of the United States of America. “Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary or a subsidiary listed on Schedule 1.01(a). 25 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income: (a) Consolidated Taxes; plus (b) Consolidated Interest Expense; plus (c) Consolidated Non-cash Charges; plus (d) business optimization expenses and other restructuring charges or expenses (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, plant closures, facility consolidations, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges); provided that the aggregate amount of business optimization expenses and other restructuring charges or expenses added pursuant to this clause (4) shall not exceed the greater of (i) €20.0 million and (ii) 10% of EBITDA for such period; minus, without duplication, (e) non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period and any items for which cash was received in a prior period). “EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrus...

Divided LLC means any LLC which has been formed upon the consummation of an LLC Division. “Dollar” or “$” means the lawful currency of the United States.