Included Foreign Subsidiary definition

Included Foreign Subsidiary. As defined in the definition of “Lease Guarantor”.
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Included Foreign Subsidiary means each foreign Subsidiary of Tenant’s Parent (including any such foreign Subsidiary that exists as of the Commencement Date or that is formed thereafter) that, as of the end of any fiscal quarter, has assets (excluding unsecured intercompany receivables incurred in the ordinary course of business and not incurred, for the avoidance of doubt, in connection with a capital transaction) of Fifty Million Dollars ($50,000,000) or more, unless the execution and delivery of the Lease Guaranty (or any joinder thereto) by such foreign Subsidiary alone would result in the payment of taxes by Tenant’s Parent and/or its Affiliates in the aggregate of Five Million Dollars ($5,000,000) or more in the five (5) year period following such execution and delivery (as reasonably determined by Tenant’s Parent and/or its Affiliates, provided that Tenant shall deliver any back-up documentation reasonably requested by Landlord with respect to such determination promptly following such request). Notwithstanding the foregoing, for all purposes under this Lease relating to (A) financial reporting and calculations of Liquid Assets, Opening Balance Sheet TNW, Tangible Net Worth and the Guarantor Financial Covenants (subject to clause (B) below), “Lease Guarantors” may include (without duplication or double-counting) all Subsidiaries of Tenant’s Parent (including Opco RE SPE and Opco IP SPE (and their respective current or future subsidiaries)) and (B) for purposes of determining the Lease Guarantors’ compliance with Guarantor Financial Covenants, “Liquid Assets” shall exclude any Liquid Assets held or owned by any Subsidiaries of Tenant’s Parent that are not Lease Guarantors if the distribution or dividend of such Liquid Assets by such Subsidiary to any applicable Lease Guarantors would result in a default or an event of default under any applicable credit facility to which such Subsidiary or any Tenant Party is a party or any other legal obligations then binding on such Subsidiary or Tenant Party (as applicable).
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Included Foreign Subsidiary means any Foreign Subsidiary with respect to which a Foreign
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More Definitions of Included Foreign Subsidiary

Included Foreign Subsidiary means any Foreign Subsidiary with respect to which a Foreign Collateral Triggering Event has occurred.
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Included Foreign Subsidiary means any Foreign Subsidiary not otherwise an existing Foreign Credit Party, and which has, as of any date of determination on a Consolidated basis with its Subsidiaries, as calculated in accordance with GAAP, (i) EBITDA for the last four Fiscal Quarters of at least $5,000,000 or (ii) total assets as of the last day of the most recently ended Fiscal Quarter of at least $20,000,000.
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Included Foreign Subsidiary means any Foreign Subsidiary of any Pledged Foreign Subsidiary whose EBITDA is included in the calculation of the Coverage Requirement as permitted by SECTION 6.1.
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Included Foreign Subsidiary shall be added to each Pledge Agreement to read as follows:
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Included Foreign Subsidiary means each of IMPAC Europe Public --------------------------- Limited Company, Levelprompt Limited, Xxxxxxx Robor PLC, Van xx Xxxxx Packaging B.V., Xxxxx Xxxxx Holding B.V., Xxxxx Xxxxx B.V., Xxxxx Xxxxx-Swindon, Limited, Xxxxx Xxxxx Limited, Printing Resources Limited and Sonicon Limited., Xxxxxxx Robor Audio and Computer Servicer Limited, Pinepoint Limited and Xxxxx Xxxxx GmbH.
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Related to Included Foreign Subsidiary

  • 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.

  • 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.

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

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

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

  • Designated Foreign Subsidiaries means all members of the Company Group that are organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

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

  • First Tier Foreign Subsidiary mean a Foreign Subsidiary all or any portion of whose Stock is owned directly by the Borrower or a Domestic Subsidiary that is a Guarantor.

  • 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.

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

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

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

  • Foreign Subsidiary Holdco means any Guarantor Subsidiary designated as a Foreign Subsidiary Holdco by the Company, so long as such Subsidiary has no material assets other than securities, indebtedness or receivables of one or more Foreign Subsidiaries (or Guarantor Subsidiaries thereof), intellectual property relating solely to such Foreign Subsidiaries (or Guarantor Subsidiaries thereof) and/or other assets (including cash and cash equivalents) relating to an ownership interest in any such securities, indebtedness, intellectual property or Guarantor Subsidiaries.

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined in accordance with GAAP in good faith by a Responsible Officer, without intercompany eliminations.

  • 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.

  • Excluded Subsidiary means (i) each Subsidiary, in each case, for so long as any such Subsidiary does not (on (x) a consolidated basis with its Restricted Subsidiaries, if determined on the Closing Date by reference to the Historical Financial Statements or (y) a consolidated basis with its Restricted Subsidiaries, if determined after the Closing Date by reference to the financial statements delivered to the Administrative Agent pursuant to Section 9.1(a) and (b)) constitute a Material Subsidiary, (ii) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 9.11 (for so long as such Subsidiary remains a non-Wholly-Owned Restricted Subsidiary), (iii) any CFC Holding Company, (iv) any direct or indirect Subsidiary of a CFC or a CFC Holding Company, (v) any CFC, (vi) each Subsidiary that is prohibited by any applicable Contractual Requirement or Requirements of Law (to the extent existing on the Closing Date or, if later, the date it becomes a Restricted Subsidiary and in each case, not entered into in contemplation thereof) from guaranteeing or granting Liens to secure the Obligations or would require third-party or governmental (including regulatory) consent, approval, license or authorization to guarantee or grant such Liens to secure the Obligations (unless such consent, approval, license or authorization has been received), (vii) each Subsidiary with respect to which, as reasonably determined by the Borrower, the consequence of providing a Guarantee of the Obligations would adversely affect the ability of the Borrower and its respective Subsidiaries to satisfy applicable Requirements of Law, (viii) each Subsidiary with respect to which, as reasonably determined by the Borrower in consultation with the Administrative Agent, providing such a Guarantee would result in material adverse tax consequences, (ix) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (x) each Unrestricted Subsidiary, (xi) any Receivables Subsidiary, (xii) each other Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with assumed secured Indebtedness permitted hereunder, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such Indebtedness, in each case to the extent that, and for so long as, the documentation relating to such Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder, (xiii) each Subsidiary that is a registered broker dealer and (xiv) each SPV, not-for-profit Subsidiary and captive insurance company.

  • Foreign Subsidiaries means Subsidiaries of the Company that are not Domestic Subsidiaries.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

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

  • Foreign Subsidiary Borrower means any Eligible Foreign Subsidiary that becomes a Foreign Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.

  • Domestic Subsidiary Borrower any Subsidiary Borrower which is a Domestic Subsidiary.

  • 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.

  • Domestic Foreign Holding Company means any Domestic Subsidiary of the Borrower that owns no material assets (held directly or indirectly through one or more disregarded entities) other than capital stock (or capital stock and/or debt) of one or more Foreign Subsidiaries that are CFCs and/or Domestic Foreign Holding Companies.

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

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