Special Foreign Subsidiary Borrower definition

Special Foreign Subsidiary Borrower means, at any time, any Foreign Subsidiary Borrower that is a Special Foreign Subsidiary.
Sample 1Sample 2Sample 3
Special Foreign Subsidiary Borrower means, at any time, any Foreign Subsidiary Borrower (a) that (i) is classified other than as a corporation for United States federal income tax purposes and (ii) whose assumption of joint and several liability hereunder for the Obligations of the Company or any Domestic Subsidiary Borrowers would not be unlawful under applicable law or have material adverse tax consequences under applicable foreign law, or (b) whose assumption of joint and several liability hereunder for the Obligations of the Company or any Domestic Subsidiary Borrowers would not (i) give rise to adverse United States federal income tax consequences as a result of Section 956(d) of the Code (or any successor provision) or (ii) be unlawful under applicable law or have material adverse tax consequences under applicable foreign law; provided, however, that in the event that a Foreign Subsidiary Borrower satisfies the requirements of clause (a)(i) or (b)(i) and such Foreign Subsidiary Borrower’s assumption of joint and several liability for the Obligations would not be considered unlawful under applicable law or the tax consequences would not be materially adverse under applicable foreign law if the obligations of such Foreign Subsidiary Borrower were limited to an absolute Dollar Amount (pursuant to a formula or otherwise), such Foreign Subsidiary Borrower shall be treated as a Special Foreign Subsidiary Borrower, subject to any such limitations.
Sample 1Sample 2

Examples of Special Foreign Subsidiary Borrower in a sentence

  • Each provision hereunder or in the Loan Documents relating to the obligations or liabilities of the Company, any Domestic Subsidiary Borrower or any Special Foreign Subsidiary Borrower shall be deemed to include a reference to all such Borrowers, as joint and several obligors for such obligations and liabilities, whether or not a specific reference to any other Borrower is included therein.

  • Notwithstanding anything to the contrary contained herein and notwithstanding that the Company, the Domestic Subsidiary Borrowers and the Special Foreign Subsidiary Borrowers shall be liable for all of the Loans and other Obligations of all Borrowers hereunder, no Traditional Foreign Subsidiary Borrower shall be liable for the Loans made to or any other Obligations incurred solely by or on behalf of the Company, any Domestic Subsidiary Borrower or any Special Foreign Subsidiary Borrower.

Related to Special Foreign Subsidiary Borrower

  • 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.

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

  • Subsidiary Borrower mean each Subsidiary of the Company that shall become a Subsidiary Borrower pursuant to Section 2.19, so long as such Subsidiary shall remain a Subsidiary Borrower hereunder. As of the date hereof, there are no Subsidiary Borrowers party hereto.

  • Domestic Borrower means the Company and each Designated Borrower that is a Domestic Subsidiary.

  • Subsidiary Borrowers means, collectively (i) each Domestic Subsidiary of the Company that is a party to this Agreement as a “Borrower” on the Effective Date and (ii) each Domestic Subsidiary of the Company that becomes a party to this Agreement as a “Borrower” following the Effective Date pursuant to Section 5.14, in each case, until such time as such Domestic Subsidiary is released from its obligations under the Loan Documents in accordance with this Agreement.

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

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

  • 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.

  • Subsidiary Loan Party means any Subsidiary that is not a Foreign Subsidiary or a Receivables Subsidiary.

  • Domestic Loan Party means any Loan Party organized under the laws of any state of the United States of America or the District of Columbia.

  • 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.

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

  • Foreign Borrower has the meaning specified in the introductory paragraph hereto.

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

  • U.S. Borrower means any Borrower that is a U.S. Person.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Foreign Borrowers means the Canadian Borrower, the Dutch Borrower, and the U.K. Borrowers.

  • Canadian Borrower as defined in the preamble hereto.

  • 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.