Non-Core Company definition

Non-Core Company without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

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Non-Core Company means [any Company that, on or prior to the Closing Date, was disclosed by the Borrower as, and agreed by the Lenders to constitute, a “non-core company,” provided that any such Company shall automatically cease to be a Non-Core Company upon any other Company making any Investment in or otherwise transferring any assets or property to such Company.]1

Non-Core Company means (i) a direct or indirect domestic Subsidiary or Foreign Subsidiary of the Borrower, or (ii) a domestic or foreign joint venture to which a Loan Party, a Core Foreign Subsidiary or Non-Core Company is a party, which, in either case, is (x) not itself a Loan Party, and (y) is identified as a Non-Core Company on Schedule 5.15. “Non-Core Project” means any energy or other infrastructure project. “Non-Core Project Financing” means a credit facility or Financing Lease Obligation entered into by one or more Non-Core Companies to finance the acquisition, construction or implementation of one or more Non-Core Projects and any Hedging Agreement related thereto. “Non-Core Project Guaranty” means in connection with any Non-Core Project, (a) any Guarantee (other than a Construction Completion and Cost Overrun Guaranty) by any Loan Party or a Core Foreign Subsidiary of the obligations of the Non-Core Company in connection with such Non-Core Project; (b) any indemnification by any Loan Party or a Core Foreign Subsidiary of (i) the Non-Core Company’s customer, (ii) the owner of property used for such Non-Core Project, (iii) the third party purchaser of gas or energy and related products (including tax and environmental credits, heating, cooling, renewable natural gas, energy, energy as a service, and/or battery storage, wastewater or other Non-Core Project offtake) produced from such Non-Core Project; and (c) any indemnification by any Loan Party in connection with the tax equity financing (including sale leaseback financing) of such Non-Core Project; provided, however, that no Non-Core Project Guaranty shall guarantee the Indebtedness of any Person (or in the case of any sale leaseback financing of such Non-Core Project, any basic rent).

Examples of Non-Core Company in a sentence

No Loan Party will form or acquire any Subsidiary, other than a Non-Core Company or a Subsidiary formed or acquired in connection with a Permitted Acquisition, without the express prior written consent of the Administrative Agent, unless such Subsidiary becomes a Core Ameresco Company pursuant to Section 6.10.
If such Person is to become a Non-Core Company, the Loan Parties will provide the information required by Section 5.15 with respect to such Person under Section 5.15, at the time of delivery of the next Compliance Certificate.
So long as such Non-Core Company agrees to use all of such net sales proceeds received by it in connection with such sale to pay down the Obligations, then Laurus shall not, and shall not have the right to, unreasonably withhold, delay or condition its consent.
Such Non-Core Company shall deliver to Laurus the net sales proceeds received by such Non-Core Company in connection with such sale no later than three (3) business days after receipt thereof.
Each Restricted Company will take such action from time to time as shall be necessary to ensure that the percentage of the equity capital of any class or character owned by it in any subsidiary on the date hereof (or, in the case of any newly formed or newly acquired subsidiary, on the date of formation or acquisition) is not at any time decreased, other than by reason of transfers to another Restricted Company, provided that this sentence shall not apply to the equity capital of any Non-Core Company.

More Definitions of Non-Core Company

Non-Core Company means Nextel Partners and its subsidiaries.

Non-Core Company means a Subsidiary of the Company that owns any of the Non-Core Assets and that is neither Grande Operating nor a Subsidiary of Grande Operating, but only for so long as such entity is a Subsidiary of the Company.

Non-Core Company means any one or more of the following companies: Digilog Inc. (a Pennsylvania corporation), DCX Systems Inc. (a Pennsylvania corporation), DCX Systems Australia PTY Limited (an Australian company), Broadband Networks Inc. (a Delaware corporation) and BNI Solutions LLC (a Delaware limited liability company). You hereby acknowledge that you will not unreasonably withhold your consent to any non-bankruptcy internal corporate reorganization or restructuring of the Company and/or any of its subsidiaries.

Non-Core Company means any one or more of the following companies: Digilog Inc. (a Pennsylvania corporation), DCX Systems Inc. (a Pennsylvania corporation), Broadband Networks, Inc. (a Delaware corporation), and BNI Solutions LLC (a Delaware limited liability company). You hereby acknowledge that you will not unreasonably withhold your consent to any non-bankruptcy internal corporate reorganization or restructuring (a) by and among Core Company on the one hand and another Core Company on the other hand and (b) by and among a Non-Core Company on the one hand and another Non-Core Company on the other hand.

Non-Core Company has the meaning set forth in the Partnership Agreement.

Non-Core Company or "Off-Balance Sheet Company" for purposes of this Agreement, by delivering to each of the Agents a certificate of a Financial Officer of NCI stating that the conditions set forth in this Section 6.13(b) have been satisfied with respect to such designation, such conditions being as follows:

Non-Core Company means (a) any Restricted Company, or newly-formed or acquired subsidiary of a Restricted Company, designated as a "Non-Core Company" in accordance with the provisions of Section 6.13(b) and (b) any subsidiary of a Non-Core Company. As of the date hereof, no Non-Core Companies have been designated.