Immaterial Subsidiary definition

Immaterial Subsidiary means any Subsidiary that is not a Material Subsidiary.
Immaterial Subsidiary means, as of any date of determination, each Restricted Subsidiary of any Consolidated Group Entity that (a) has not Guaranteed any Indebtedness of, or provided any other credit support for, any Consolidated Group Entity (other than another Immaterial Subsidiary) and (b) has been set forth on Schedule 1.01(d) or otherwise designated by the applicable Group Borrower in writing under any Group Credit Agreement after the Closing Date as an “Immaterial Subsidiary” for purposes of this Agreement and other Group Credit Agreements in accordance with the terms of such Group Credit Agreements (and not redesignated as a Material Subsidiary as provided below); provided that (i) on such date, the aggregate percentage of Total Assets and Consolidated EBITDA attributable to such Subsidiary, together with all other Immaterial Subsidiaries and Immaterial VIEs existing on such date, is less than 5.0% of Total Assets and Consolidated EBITDA (measured, in the case of Total Assets as of the last day of the most recent Test Period, and, in the case of Consolidated EBITDA, for the most recently ended Test Period, in each case measured on a Pro Forma Basis), (ii) at no time shall the aggregate percentage of Total Assets and Consolidated EBITDA attributable to all Immaterial Subsidiaries and Immaterial VIEs as of the last day of the most recent Test Period equal or exceed 5.0% of the Total Assets and Consolidated EBITDA (measured pursuant to the same method set forth in clause (i) above), (iii) at such time as any such Subsidiary (A) becomes a party to any Loan Document, (B) executes and delivers a Guaranty (if applicable) or any Security Documents, or (C) Guarantees or provides any other credit support for any Indebtedness of any Consolidated Group Entity (other than another Immaterial Subsidiary), such Subsidiary shall at all times thereafter cease to be an Immaterial Subsidiary irrespective of the value of its assets or its revenues, (iv) each Group Borrower shall not designate any new Immaterial Subsidiary if such designation would not comply with the provisions set forth in clauses (i)-(iii) above and (v) if the limitation set forth in clause (ii) above is exceeded as of such last day of the most recent Test Period, then the Group Borrowers shall, within 30 days after the date on which the financial statements for such Test Period were required to be delivered pursuant to this Agreement, re-designate one or more Subsidiaries or Variable Interest Entities of Nexstar Media as ...
Immaterial Subsidiary means any Subsidiary designated in writing by the Borrower to the Administrative Agent as an Immaterial Subsidiary that does not, as of the last day of the most recently completed fiscal quarter of the Borrower, have assets with a value in excess of 3.0% of the consolidated total assets of the Borrower and its Subsidiaries and did not, as of the four-quarter period ending on the last day of such fiscal quarter, have revenues exceeding 3.0% of the consolidated revenues of the Borrower and its Subsidiaries; provided that if (a) such Subsidiary shall have been designated in writing by the Borrower to the Administrative Agent as an Immaterial Subsidiary, and (b) if (i) the aggregate assets then owned by all Subsidiaries of the Borrower that would otherwise constitute Immaterial Subsidiaries shall have a value in excess of 5.0% of the consolidated total assets of the Borrower and its Subsidiaries as of the last day of such fiscal quarter or (ii) the combined revenues of all Subsidiaries of the Borrower that would otherwise constitute Immaterial Subsidiaries shall exceed 5.0% of the consolidated revenues of the Borrower and its Subsidiaries for such four-quarter period, the Borrower shall redesignate one or more of such Subsidiaries to not be Immaterial Subsidiaries within ten (10) Business Days after delivery of the Compliance Certificate for such fiscal quarter such that only those such Subsidiaries as shall then have aggregate assets of less than 5.0% of the consolidated total assets of the Borrower and its Subsidiaries and combined revenues of less than 5.0% of the consolidated revenues of the Borrower and its Subsidiaries shall constitute Immaterial Subsidiaries.

Examples of Immaterial Subsidiary in a sentence

  • Borrowers shall notify the Agent of each dissolution of any Immaterial Subsidiary (including providing reasonable evidence thereof) within five (5) Business Days from the effective date of each such dissolution.

  • Borrowers will not permit any Immaterial Subsidiary to (a) own any assets (other than assets of a de minimis nature), (b) have any liabilities (other than liabilities of a de minimis nature), or (c) engage in any business activity.


More Definitions of Immaterial Subsidiary

Immaterial Subsidiary means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $5,000,000 and whose total revenues for the most recent 12-month period do not exceed $5,000,000.
Immaterial Subsidiary has the meaning set forth in Section 8.03.
Immaterial Subsidiary means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $100,000 and whose total revenues for the most recent 12-month period do not exceed $100,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Company.
Immaterial Subsidiary means any Subsidiary whose assets constitute less than one percent (1%) of Total Asset Value; provided that if at any time the aggregate Total Asset Value of the “Immaterial Subsidiaries” which are not Guarantors exceeds ten percent (10%) of Total Asset Value, then the Borrower shall designate certain “Immaterial Subsidiaries” as Guarantors such that the aggregate Total Asset Value of the “Immaterial Subsidiaries” which are not Guarantors does not exceed ten percent (10%) of Total Asset Value.
Immaterial Subsidiary means any Subsidiary that (a) did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5.0% of the Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date, and (b) taken together with all Immaterial Subsidiaries as of the last day of the fiscal quarter of the Borrower most recently ended, did not have assets with a value in excess of 10% of Consolidated Total Assets or revenues representing in excess of 10% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date. Each Immaterial Subsidiary as of the Closing Date shall be set forth in Schedule 1.01D.
Immaterial Subsidiary means any Subsidiary with total assets of less than $500,000, as determined in accordance with its latest financial statements.
Immaterial Subsidiary means any Subsidiary of the Company that at any time has Consolidated Total Assets accounting for less than 2.50% of the Company’s Consolidated Total Assets; provided that the aggregate Consolidated Total Assets of all Immaterial Subsidiaries shall not at any time exceed 5.00% of the Company’s Consolidated Total Assets.