Immaterial First-Tier Foreign Subsidiary definition

Immaterial First-Tier Foreign Subsidiary means each Foreign Company (other than the Borrowing Base Guarantors and PD Cahosa) which is owned directly by a Loan Party and with respect to which each of the following is satisfied (a) the aggregate sales of such Company (together with the sales of each of its Subsidiaries) (net, in each case, of sales to other Companies) does not exceed the Dollar Equivalent of $30.0 million in any calendar year and during the period of twelve consecutive months most recently ended prior to such Company being designated as an Immaterial First-Tier Foreign Subsidiary, and (b) the book value of the tangible assets of such Company (together with the book value of the tangible assets of each of its Subsidiaries) does not exceed the Dollar Equivalent of $15.0 million, in each case that has been designated as such by the Borrower in a written notice delivered to the Administrative Agent (or, on the Closing Date, listed on Schedule IFTFS) other than any such Company as to which the Borrower has revoked such designation by written notice to the Administrative Agent.
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Immaterial First-Tier Foreign Subsidiary means any First Tier Foreign Subsidiary that (a) is neither a Foreign Borrower nor a Foreign Guarantor, (b) has total revenues (determined in accordance with GAAP) that do not exceed ten percent (10%) of Consolidated Revenues for any fiscal quarter and (c) has total assets with a book value that does not exceed ten percent (10%) of the book value of the total assets of the Consolidated Group on a consolidated basis determined in accordance with GAAP at any time; provided that if at any time all such First Tier Foreign Subsidiaries have either (each an “Aggregate Threshold”) (x) total revenues (determined in accordance with GAAP) that exceed fifteen percent (15%) of Consolidated Revenues for any fiscal quarter or (y) total assets with a book value that exceeds fifteen percent (15%) of the book value of the total assets of the Consolidated Group on a consolidated basis determined in accordance with GAAP at any time, then in such event the Domestic Borrower shall designate one or more of such First Tier Foreign Subsidiaries as a Material First Tier Foreign Subsidiary such that immediately after giving effect thereto all such First Tier Foreign Subsidiaries not so designated do not exceed either Aggregate Threshold.
Sample 1
Immaterial First-Tier Foreign Subsidiary means any Foreign Subsidiary that (a) is a direct wholly owned Subsidiary of either the Company or a Domestic Subsidiary of the Company and (b) when measured on a combined basis with each of its Subsidiaries, taken as a whole, represents less than (i) 10.0% of Consolidated EBITDA of the Company and its Subsidiaries for the Computation Period most recently ended for which financial statements have been delivered under Section 6.01 and (ii) 10.0% of the Consolidated Total Assets of the Company and its Subsidiaries for the Computation Period most recently ended for which financial statements have been delivered under Section 6.01; provided that no Foreign Subsidiary that directly or indirectly owns a Borrower shall be deemed an Immaterial First-Tier Foreign Subsidiary.
Sample 1

More Definitions of Immaterial First-Tier Foreign Subsidiary

Immaterial First-Tier Foreign Subsidiary means any direct Foreign Subsidiary of a Loan Party; provided that (i) the total assets (when combined with the assets of such Foreign Subsidiary’s Subsidiaries, after eliminating intercompany obligations) of all Immaterial First Tier Foreign Subsidiaries in the aggregate at the last day of the most recently ended four full fiscal quarters on or prior to such determination date for which financial statements have been delivered pursuant to Section 6.01(a) or (b) of the Credit Agreement, were in the aggregate less than 5% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries at such date and (ii) the gross revenues (when combined with the revenues of such Foreign Subsidiary’s Subsidiaries, after eliminating intercompany obligations) of all Immaterial First Tier Foreign Subsidiaries in the aggregate for such four full fiscal quarters were less than 5% of the consolidated gross revenues of the Borrower and its Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.
Sample 1

Related to Immaterial First-Tier Foreign Subsidiary

  • First Tier Foreign Subsidiary means each Foreign Subsidiary with respect to which any one or more of the Borrower and its Domestic Subsidiaries directly owns or Controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.

  • Immaterial Foreign Subsidiary means any Foreign Subsidiary of the Borrower that is not a Material Foreign Subsidiary.

  • Material Foreign Subsidiary means any Foreign Subsidiary that is a Material Subsidiary.

  • Immaterial Domestic Subsidiary means any Domestic Subsidiary that is not a Material Domestic Subsidiary.

  • Foreign Subsidiary means any Subsidiary which is not a Domestic Subsidiary.

  • Direct Foreign Subsidiary means a Subsidiary other than a Domestic Subsidiary a majority of whose Voting Securities, or a majority of whose Subsidiary Securities, are owned by the Borrower or a Domestic Subsidiary.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

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

  • Domestic Subsidiary means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.

  • Foreign Subsidiaries means each Subsidiary of the Lead Borrower that is not a Domestic Subsidiary.

  • Immaterial Subsidiary means any Subsidiary that is not a Material Subsidiary.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Affected Foreign Subsidiary means any Foreign Subsidiary to the extent such Foreign Subsidiary acting as a Subsidiary Guarantor would cause a Deemed Dividend Problem.

  • Excluded Foreign Subsidiary any Foreign Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

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

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

  • Excluded Domestic Subsidiary means any Domestic Subsidiary that is (a) a direct or indirect Subsidiary of an Excluded Foreign Subsidiary or (b) an Excluded Domestic Holdco.

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

  • Eligible Foreign Subsidiary means (i) any Foreign Subsidiary organized or incorporated under the laws of the British Virgin Islands, Canada or any province or territory thereof, the Netherlands or Switzerland and (ii) any other Foreign Subsidiary that is approved from time to time by the Administrative Agent and each of the Lenders in their reasonable discretion.

  • Excluded Foreign Subsidiaries any Foreign Subsidiary in respect of which either (i) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

  • 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.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.