Permitted Intercompany Transaction definition

Permitted Intercompany Transaction means (a) a merger or consolidation solely of one or more Subsidiaries of ESI (provided that, (x) if one of such Subsidiaries is a Loan Party, the result of such merger or consolidation is that the surviving entity is a Loan Party, (y) if one of the Subsidiaries is a Restricted Subsidiary, the result of such merger or consolidation is that the surviving entity is a Restricted Subsidiary and (z) if one of such Subsidiaries is an Additional Borrower, the result of such merger or consolidation is that the surviving entity is an Additional Borrower); (b) a transaction consisting of the acquisition (which may, without limitation, occur through the liquidation and/or dissolution of a Subsidiary) of (i) all or substantially all of the Equity Interests of any Subsidiary of ESI, (ii) all or substantially all of the assets of any Subsidiary of the Borrowers or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Subsidiary of the Borrowers, in each case, by any one or more Loan Parties (provided, that if the transaction consists of the acquisition of the Equity Interests, assets or business of a division, branch or other unit or operation of an Additional Borrower, the acquiring party shall be either a Borrower or an Additional Borrower); (c) a transaction consisting of the acquisition (which may, without limitation, occur through the liquidation and/or dissolution of such Subsidiary) of (i) all or substantially all of the Equity Interests of any Subsidiary of the Borrowers that is not a Loan Party, (ii) all or substantially all of the assets of any Subsidiary of the Borrowers that is not a Loan Party, (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Subsidiary of the Borrowers that is not a Loan Party or (iv) any other similar intercompany transaction by any one or more Subsidiaries of the Borrowers that is consented to by the Administrative Agent and is not materially adverse to the Lenders as reasonably determined by the Administrative Agent in its sole discretion; provided that, (x) if the transaction consists of the acquisition of Equity Interests, assets or business of a division, branch or other unit or operation of a Subsidiary that is a Restricted Subsidiary, the acquiring party shall be a Borrower, an Additional Borrower or a Restricted Subsidiary and (y) after giving effect to any transaction described in clause...
Sample 1Sample 2Sample 3
Permitted Intercompany Transaction has the meaning set forth in Section 8.8.
Sample 1Sample 2Sample 3
Permitted Intercompany Transaction. Means any transaction or arrangement solely between the Trust and one or more of its direct or indirect wholly-owned subsidiaries, or between one or more such direct or indirect wholly-owned subsidiaries, including any instrument evidencing such transaction or arrangement (such as, but without limitation, an intercompany loan or lease).
Sample 1Sample 2Sample 3

Examples of Permitted Intercompany Transaction in a sentence

  • Except in connection with a Permitted Acquisition or a Permitted Intercompany Transaction, (i) merge with any Person, (ii) consolidate with any Person, (iii) acquire all or substantially all of the Stock or Stock Equivalents of any Person or (iv) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person.


More Definitions of Permitted Intercompany Transaction

Permitted Intercompany Transaction means those intercompany transactions within CF Holdings’ consolidated group that are contemplated by CF Holdings as of the Issue Date as part of an ongoing internal reorganization plan, including transfers of intercompany notes among the Company and the Guarantors, on the one hand, and other Subsidiaries of CF Holdings that are not Guarantors, on the other hand; provided that, in each case, the Company certifies, pursuant to an Officers Certificate delivered to the Trustee, such transaction (a) would constitute a “Permitted Transaction” (as defined in the Credit Agreement as in effect on the Issue Date) and (b) such “Permitted Transaction” is permitted under the Credit Agreement (as in effect on the Issue Date).
Sample 1Sample 2
Permitted Intercompany Transaction means (a) a merger or consolidation solely of one or more Subsidiaries of the US Borrower (provided that if one of such Subsidiaries is a Loan Party, the result of such merger or consolidation is that the surviving entity is a Loan Party), (b) a transaction
Sample 1
Permitted Intercompany Transaction means transactions by and among the Borrower and its Affiliates and Subsidiaries including, but not limited to, payments and collections of debit/credit notes, transfers of assets, royalties, license fees, technology transfer fees, management fees, and payments related to tax compliance and other such transactions, in the ordinary course of business for trade, intercompany loans, advances for Permitted Acquisitions and related deferred acquisition payments, acquisition notes, Earnouts and acquisition escrow payments, and transactions that are required to repatriate cash including, but not limited to, dividend distributions, capital contributions and the sale of assets by the Borrower or any Domestic Subsidiary to any Foreign Subsidiary for consideration equal to the fair market value of such asset.
Sample 1
Permitted Intercompany Transaction means (a) a merger or consolidation solely of one or more Subsidiaries of ESI ( provided that,(x) if one of such Subsidiaries is a Loan Party, the result of such merger or consolidation is that the surviving entity is a Loan Party, (y) if one of the Subsidiaries is a Restricted Subsidiary, the result of such merger or consolidation is that the surviving entity is a Restricted Subsidiary and (z) if one of such Subsidiaries is an Additional Borrower, the result of such merger or consolidation is that the surviving entity is an Additional Borrower); (b) a transaction consisting of the acquisition (which may, without limitation, occur through the liquidation and/or dissolution of a Subsidiary) of (i) all or substantially all of the Equity Interests of any Subsidiary of ESI, (ii) all or substantially all of the assets of any Subsidiary of the Borrowers or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Subsidiary of the Borrowers, in each case, by any one or more Loan Parties (provided, that if the transaction consists of the acquisition of the Equity Interests, assets or business of a division, branch or other unit or operation of an Additional Borrower, the acquiring party shall be either a Borrower or an Additional Borrower); (c) a transaction consisting of the acquisition (which may, without limitation, occur through the liquidation and/or dissolution of such Subsidiary) of (i) all or substantially all of the Equity Interests of any Subsidiary of the Borrowers that is not a Loan Party, (ii) all or substantially all of the assets of any Subsidiary of the Borrowers that is not a Loan Party, (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Subsidiary of the Borrowers that is not a Loan Party or (iv) any other similar intercompany transaction by any one or more Subsidiaries of the Borrowers that is consented to by the Administrative Agent and is not materially adverse to the Lenders as reasonably determined by the Administrative Agent in its sole discretion; provided that, (x) if the transaction consists of the acquisition of Equity Interests, assets or business of a division, branch or other unit or operation of a Subsidiary that is a Restricted Subsidiary, the acquiring party shall be a Borrower, an Additional Borrower or a Restricted Subsidiary and (y) after giving effect to any transaction described in clause...
Sample 1
Permitted Intercompany Transaction appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the phrase “and Schedule 7.04(f) (HFE Restructuring)” immediately after the phrase “Schedule 7.04(b) (Restructured Foreign Subsidiaries)” in clause (e)(i) thereof.
Sample 1
Permitted Intercompany Transaction shall have the meaning given thereto in the Credit Agreement.
Sample 1

Related to Permitted Intercompany Transaction

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party and (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party.

  • Permitted Intercompany Advances means loans made by (a) a Loan Party to another Loan Party, (b) a Subsidiary of a Borrower that is not a Loan Party to another Subsidiary of a Borrower that is not a Loan Party and (c) a Subsidiary of a Borrower that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement.

  • Permitted Intercompany Activities means any transactions between or among the Issuer and its Restricted Subsidiaries that are entered into in the ordinary course of business of the Issuer and its Restricted Subsidiaries and, in the good faith judgment of the Issuer are necessary or advisable in connection with the ownership or operation of the business of the Issuer and its Restricted Subsidiaries, including, but not limited to, (a) payroll, cash management, purchasing, insurance and hedging arrangements; and (b) management, technology and licensing arrangements.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Permitted Debt Exchange shall have the meaning provided in Section 2.15(a).

  • Company Transaction means the consummation of

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Receivables Transaction Attributed Indebtedness means the amount of obligations outstanding under the legal documents entered into as part of any Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a purchase.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Permitted Sale Leaseback means any Sale Leaseback consummated by the Borrower or any of the Restricted Subsidiaries after the Original Closing Date, provided that any such Sale Leaseback not between (a) a Credit Party and another Credit Party or (b) a Restricted Subsidiary that is not a Credit Party to another Restricted Subsidiary that is not a Credit Party is consummated for fair value as determined at the time of consummation in good faith by (i) the Borrower or such Restricted Subsidiary and, in the case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed $100,000,000, (ii) the board of directors of the Borrower or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Permitted Debt means any Financial Indebtedness:

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Receivables Facility Attributed Indebtedness means the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Permitted Disposition means any of the following:

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Permitted Sale-Leaseback Transactions means any sale or transfer by the Company or any of its Restricted Subsidiaries of any Principal Property owned by the Company or any of its Restricted Subsidiaries with the intention of taking back a lease thereof; provided, however, that “Permitted Sale-Leaseback Transactions” shall not include any such transaction involving machinery and/or equipment (excluding any lease for a temporary period of not more than thirty-six months with the intent that the use of the subject machinery and/or equipment will be discontinued at or before the expiration of such period) relating to facilities (a) in full operation for more than 180 days as of the date of this Supplemental Indenture and (b) that are material to the business of the Company and its Subsidiaries, taken as a whole, to the extent that the aggregate Attributable Value of the machinery and/or equipment from time to time involved in such transactions (giving effect to payment in full under any such transaction and excluding the Applied Amounts, as defined in the following sentence), plus the amount of obligations and Indebtedness from time to time secured by Liens incurred under Section 6.1(18), exceeds the greater of (i) $1,000 million and (ii) 15.0% of Net Worth as determined at the time of, and immediately after giving effect to, the incurrence of such transactions based on the balance sheet for the end of the most recent quarter for which financial statements are available (such greater amount, the “Applicable Threshold”). For purposes of this definition, “Applied Amounts” means an amount (which may be conclusively determined by the Board of Directors of the Company) equal to the greater of (i) capitalized rent with respect to the applicable machinery and/or equipment and (ii) the fair value of the applicable machinery and/or equipment, that is applied within 180 days of the applicable transaction or transactions to repayment of the Notes or to the repayment of any indebtedness for borrowed money which, in accordance with GAAP, is classified as long-term debt and that is on parity with the Notes.

  • Asset Swap Transaction means each asset swap transaction entered into under a 1992 ISDA Master Agreement (Multicurrency-Cross Border) or 2002 ISDA Master Agreement (or such other ISDA pro forma master agreement as may be published by ISDA from time to time) (together with the schedule and confirmation relating thereto, including any guarantee thereof and any credit support annex entered into pursuant to the terms thereof, and each as amended or supplemented from time to time, an “Asset Swap Agreement”) entered into by the Issuer with an Asset Swap Counterparty in connection with a Non-Euro Obligation under which the Issuer swaps cash flows receivable on such Non-Euro Obligation for Euro-denominated cash flows from such Asset Swap Counterparty.