Specified Excluded Subsidiary definition

Specified Excluded Subsidiary any Foreign Subsidiary, any Shell Subsidiary, any Excluded Acquired Subsidiary and any Regulated Subsidiary.
Sample 1Sample 2Sample 3
Specified Excluded Subsidiary. (i) any Foreign Subsidiary, (ii) any Shell Subsidiary, (iii) any Excluded Acquired Subsidiary, (iv) any Regulated Subsidiary and any Subsidiary that is prohibited by any applicable requirement of law, rule or regulation of any Governmental Authority from becoming a Guarantor or would require governmental (including regulatory) consent, approval, license or authorization to become a Guarantor unless such consent, approval, license or authorization has been received, (v) any Subsidiary that is not a Wholly Owned Subsidiary, (vi) any Subsidiary acquired on or after the Restatement Effective Date that is prohibited from becoming a Guarantor by any contract existing on the date such Subsidiary became a Subsidiary to the extent such contract was not created in contemplation thereof, (vii) any Subsidiary that is regulated as an insurance company and (viii) any not-for-profit subsidiary.
Sample 1Sample 2
Specified Excluded Subsidiary means any subsidiary of OfficeMax listed on Schedule 1.01(e).
Sample 1Sample 2Sample 3

Examples of Specified Excluded Subsidiary in a sentence

  • Each Loan Party shall, and shall cause each Specified Excluded Subsidiary to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof.

  • The Borrower, each other Loan Party and each Specified Excluded Subsidiary has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable.

  • Each Loan Party shall, and shall cause each Specified Excluded Subsidiary to, maintain and keep proper books of record and account which enable the Loan Parties and the Specified Excluded Subsidiaries to issue financial statements in accordance with GAAP and as otherwise required by applicable Laws of any Official Body having jurisdiction over any Loan Party, and in which full, true and correct entries shall be made in all material respects of all its dealings and business and financial affairs.

  • The properties of the Loan Parties and the Specified Excluded Subsidiaries are insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party and each Specified Excluded Subsidiary in accordance with prudent business practice in the industry of such Loan Party or such Specified Excluded Subsidiary.

  • There are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, threatened against such Loan Party or any Specified Excluded Subsidiary at law or in equity before any Official Body which individually or in the aggregate may result in any Material Adverse Change.

  • None of the Loan Parties or Specified Excluded Subsidiaries holds or intends to hold margin stock in such amounts that more than 25% of the reasonable value of the assets of any such Loan Party or any Specified Excluded Subsidiary are or will be represented by margin stock.

  • Each of the Loan Parties (other than Borrower) shall not, and shall not permit any Specified Excluded Subsidiary to, issue any additional shares of its capital stock or any options, warrants or other rights in respect thereof.

  • Each Loan Party owns or possesses all the material licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Specified Excluded Subsidiary, without known possible, alleged or actual conflict with the rights of others.

  • There is no fact known to any Loan Party which materially adversely affects the business, property, assets, financial condition, or results of operations of any such Loan Party or any Specified Excluded Subsidiary which has not been set forth in this Agreement or in the certificates, statements, agreements or other documents furnished in writing to the Administrative Agent and the Lenders prior to or at the date hereof in connection with the transactions contemplated hereby.

  • Each Loan Party shall, and shall cause each Specified Excluded Subsidiary to, comply with all applicable Laws, including all Environmental Laws, in all material respects; provided that it shall not be deemed to be a violation of this Section 8.1.7 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change.


More Definitions of Specified Excluded Subsidiary

Specified Excluded Subsidiary means any subsidiary of OfficeMax listed on Schedule 1.01(b).
Sample 1Sample 2
Specified Excluded Subsidiary means any Excluded Subsidiary created or acquired after the Sixth Amendment Effective Date (other than the Jetson Subsidiaries).
Sample 1Sample 2
Specified Excluded Subsidiary. (i) any Foreign Subsidiary, (ii) any Shell Subsidiary, (iii) any Excluded Acquired Subsidiary, (iv) any Regulated Subsidiary (v) any Subsidiary that (a) is prohibited by any applicable requirement of law, rule, regulation or regulatory decision of any Governmental Authority from becoming a Guarantor or granting Collateral or (b) would require governmental (including regulatory) consent, approval, license or authorization to become a Guarantor or grant Collateral unless such consent, approval, license or authorization has been received (provided that nothing herein shall create an obligation to seek any such consent, approval, license or authorization), - 30-
Sample 1
Specified Excluded Subsidiary. (i) any Foreign Subsidiary, (ii) any Shell Subsidiary, (iii) any Excluded Acquired Subsidiary, (iv) any Regulated Subsidiary and (v) any Subsidiary that (a) is prohibited by any applicable requirement of law, rule or, regulation or regulatory decision of any Governmental Authority from becoming a Guarantor or granting Collateral or (b) would require governmental (including regulatory) consent, approval, license or authorization to become a Guarantor or grant Collateral unless such consent, approval, license or authorization has been received, (v) (provided that nothing herein shall create an obligation to seek any such consent, approval, license or authorization), (vi) any Subsidiary that is not a Wholly Owned Subsidiary at the time it becomes a Subsidiary (for so long as it is not a Wholly Owned Subsidiary), (vivii) any Subsidiary acquired on or after the Restatement Effective Date that is prohibited from becoming a Guarantor by any contract existing on the date such Subsidiary became a Subsidiary to the extent such contract was not created in contemplation thereof, - 39-
Sample 1
Specified Excluded Subsidiary. (i) any Foreign Subsidiary,
Sample 1

Related to Specified Excluded Subsidiary

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

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

  • Immaterial Subsidiary means any Subsidiary that is not a Material Subsidiary.

  • Qualified Subsidiary means a Subsidiary that meets the definition of “a company controlled by its parent company” as defined in Rule 3a-5 under the 1940 Act.

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Specified Subsidiaries means any of (i) Intermediate, (ii) Dell, (iii) Denali Finance, (iv) Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree), (v) EMC, (vi) any successors and assigns of any of Intermediate, Dell, Denali Finance, Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree) and EMC, (vii) any other borrowers under the senior secured indebtedness and/or issuer of the debt securities, in each case, incurred or issued to finance the Merger and the transactions contemplated thereby and by the related transactions entered into in connection therewith and (viii) each intermediate entity or Subsidiary between the Corporation and any of the foregoing.

  • Foreign Subsidiary means any Subsidiary that is not a Domestic 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 Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).