Guarantor Subsidiary definition

Guarantor Subsidiary means each Guarantor other than Holdings.

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Guarantor Subsidiary means each Guarantor.

Guarantor Subsidiary means each Restricted Subsidiary that is a party hereto as a “Guarantor Subsidiary” and a party to the Pledge and Security Agreement as a “Grantor” thereunder, including any Discretionary Guarantor (it being understood, for the avoidance of doubt, that no Subsidiary that is excluded from being a Designated Subsidiary shall be required to be a Guarantor Subsidiary).

Examples of Guarantor Subsidiary in a sentence

• Borrower may notify Administrative Agent of any Change in Status of a Guarantor Subsidiary by delivering an Officer’s Certificate, which shall include a reasonably detailed description of such Change in Status and a certification that no Default or Event of Default exists or would result from the release of such Guarantor Subsidiary from its obligations under the Subsidiary Guaranty.

• No Guarantor Subsidiary is subject to any agreement or contract which prohibits it from making distributions to Borrower or any other wholly-owned Subsidiary of Borrower.

• Upon acceptance of such Officer’s Certificate by Administrative Agent, such Guarantor Subsidiary will be released and discharged from its obligations under the Subsidiary Guaranty, automatically, without any further action by Administrative Agent or any Bank, and the Subsidiary that is subject to such Change in Status shall no longer be a Guarantor Subsidiary.

• Borrower and each Guarantor Subsidiary is and will be, after giving effect to the making of the Loans and issuance of the Letters of Credit, Solvent.

• Any amendment, waiver or consent pursuant to this Section 11.2 that permits the sale or other transfer of the capital stock of (or all or substantially all of the assets of) a Guarantor Subsidiary shall automatically release the Guarantor Subsidiary effective concurrently with such sale or other transfer.

More Definitions of Guarantor Subsidiary

Guarantor Subsidiary means each Subsidiary of Company that is a Guarantor.

Guarantor Subsidiary means each Subsidiary of Lead Borrower (other than the Excluded Entities and the Excluded Subsidiaries) that is a Guarantor.

Guarantor Subsidiary means a corporation or other business entity of which equity interests having a majority of the voting power under ordinary circumstances is owned, directly or indirectly, by the Parent Guarantor or by one of more subsidiaries of the Parent Guarantor, or by the Parent Guarantor and one or more subsidiaries of the Parent Guarantor.

Guarantor Subsidiary means (i) each wholly-owned Domestic Subsidiary of the Borrower (other than any Excluded Subsidiary) and (ii) any other Subsidiary that is a guarantor or obligor in respect of any Secured Term Loans, any Additional Secured Term Loans, any Refinancing Secured Term Loans (or any Permitted Refinancing thereof) or any Unsecured Debt.

Guarantor Subsidiary means, at any time, the Initial Guarantor and any other Subsidiary which is then guaranteeing the Loans hereunder pursuant to a joinder to the Guarantee, substantially in the form included in the Guarantee, or a guarantee in a form acceptable to the Administrative Agent (acting reasonably).

Guarantor Subsidiary means each Subsidiary of Holdings, other than (i) any Excluded Tax Subsidiary that is acquired after the Closing Date, (ii) any Immaterial Subsidiary, (iii) any Subsidiary acquired after the Closing Date that is prohibited by applicable Law or by any Contractual Obligation existing at the time of such acquisition thereof from guaranteeing the Obligations (but only so long as such prohibition exists), or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guaranty and such consent, approval, license or authorization not has been received after such Subsidiary’s commercially reasonable efforts to obtain such consent, approval, license or authorization, (iv) any Excluded Domestic Subsidiary that is acquired after the Closing Date, (v) any Foreign Subsidiary of EagleTree-Carbide Acquisition Corp. that is acquired after the Closing Date and that is a CFC, (vi) any Subsidiary prohibited or restricted from guaranteeing the Obligations by Contractual Obligations existing on the Closing Date (but only so long as such prohibition or restriction exists); (viiv) captive insurance companies, (viiivi) not-for-profit Subsidiaries, (ixvii) special purpose entities, (xviii) any Unrestricted Subsidiary, (xiix) any Subsidiary that is not a wholly-owned Subsidiary of Holdings, (xiix) any Subsidiary that is not organized in a Qualified Jurisdiction and (xiiixi) any other Subsidiary with respect to which, in the reasonable judgment of the Borrowers and the Administrative Agent (confirmed in writing by notice to Holdings), the cost or other consequences of providing a Guaranty shall be excessive in view of the benefits to be obtained by the Lenders therefrom (any such excluded Subsidiary pursuant to preceding clauses (i) through (xiiixi), inclusive, of this definition of “Guarantor Subsidiary” being referred to as an “Excluded Subsidiary”); provided, however, notwithstanding the foregoing, any Subsidiary of Holdings that is a guarantor or an obligor in respect of any Credit Agreement Refinancing Indebtedness, any First Lien Term Facility Indebtedness, any Additional Ratio Debt or any Permitted Refinancing of any of the foregoing shall be a Guarantor Subsidiary.

Guarantor Subsidiary means any of the Guarantor Subsidiaries.