Intercompany Note any promissory note evidencing loans made by any Grantor to Holdings or any of its Subsidiaries.
Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.
Intercompany Notes means, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.
Global Intercompany Note means the global intercompany note substantially in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.
Intercompany Loan shall have the meaning provided in Section 8.05(g).
Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.
Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.
Intercompany Indebtedness means Indebtedness of Company or any of their respective Subsidiaries which is owing to any member of such group.
CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.
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.
US Holdco means any existing or future Domestic Subsidiary the Equity Interests of which are held solely by Foreign Subsidiaries; provided that such existing or newly formed Subsidiary shall not engage in any business or own any assets other than the ownership of Equity Interests in Foreign Subsidiaries and intercompany obligations that are otherwise permitted hereunder.
Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).
Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party, (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance, the parties thereto are party to the Intercompany Subordination Agreement, and (d) a Loan Party to or in a Subsidiary that is not a Loan Party so long as (i) the aggregate amount of all such Investments made by the Loan Parties to or in Subsidiaries that are not Loan Parties does not exceed $1,000,000 at any time outstanding, (ii) no Default or Event of Default has occurred and is continuing either before or after giving effect to such Investment, and (iii) the Borrowers have Excess Availability plus Qualified Cash of not less than $10,000,000 after giving effect to such Investment.
Holdings Pledge Agreement means the Holdings Pledge Agreement, dated as of the Closing Date, among Holdings and the Collateral Agent.
Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.
Intercompany Loans shall have the meaning provided in Section 10.05(h).
Company Note has the meaning set forth in Section 3.1 of the Sale Agreement.
Intercompany Obligations as defined in the Guarantee and Collateral Agreement.
Intercompany Interest means an Interest in a Debtor held by another Debtor.
Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.
Subsidiary Security Agreement means a security agreement substantially in the form of Exhibit I hereto by the Subsidiary Guarantors in favor of the Collateral Agent.
Stock Pledge Agreements means those certain stock pledge agreements, in form and substance reasonably satisfactory to Lender, executed and delivered by Borrower to Lender, as the same may be amended or modified from time to time in accordance with its terms.
Preferred Equity Interest in any Person, means an Equity Interest of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Equity Interests of any other class in such Person.
Parent Pledge Agreement means that certain Pledge Agreement, dated of the date hereof, made by Parent in favor of Agent.
Stock Pledge Agreement means a stock pledge agreement, in form and substance satisfactory to each Lender, executed and delivered by Holdings to Agent for the benefit of the Lender Group with respect to the pledge of the capital Stock of NPI.
Company Security Agreement means the Company Security Agreement executed and delivered by Company on the Closing Date, substantially in the form of Exhibit XIV annexed hereto, as such Company Security Agreement may thereafter be amended, supplemented or otherwise modified from time to time.