Excluded Subsidiary definition: Copy, customize, and use instantly
Introduction
The term "Excluded Subsidiary" refers to a subsidiary of a company that is specifically excluded from certain obligations, rights, or provisions in a contract, such as those related to guarantees, loans, or other financial arrangements. It is essential for businesses to clearly define an "Excluded Subsidiary" to ensure clarity and avoid disputes in contracts, particularly in financing and corporate agreements.
Below are various examples of how "Excluded Subsidiary" can be defined in different contexts. Copy the one that fits your needs, customize it, and use it in your contract.
Definition of "Excluded Subsidiary" as for debt guarantees
This definition ties "Excluded Subsidiary" to the exclusion of a subsidiary from guarantee obligations.
"Excluded Subsidiary" means any subsidiary of the company that is not required to provide a guarantee for the obligations under this agreement due to specific limitations, such as regulatory restrictions, lack of material assets, or other agreed-upon exclusions.
Definition of "Excluded Subsidiary" as for secured obligations
This definition connects "Excluded Subsidiary" to exclusions from secured obligations.
"Excluded Subsidiary" refers to any subsidiary that is not required to provide collateral or security interests for the obligations under this agreement, as specified in Schedule [INSERT] or otherwise agreed by the parties.
Definition of "Excluded Subsidiary" as for non-material subsidiaries
This definition links "Excluded Subsidiary" to subsidiaries classified as non-material.
"Excluded Subsidiary" means any subsidiary of the company whose total assets, revenues, or operations are below the materiality thresholds defined in this agreement, rendering it exempt from specific obligations or requirements.
Definition of "Excluded Subsidiary" as for regulatory restrictions
This definition applies "Excluded Subsidiary" to subsidiaries excluded due to regulatory constraints.
"Excluded Subsidiary" refers to any subsidiary that is excluded from obligations under this agreement due to legal or regulatory restrictions that prohibit such participation, including subsidiaries located in jurisdictions with applicable prohibitions.
Definition of "Excluded Subsidiary" as for foreign subsidiaries
This definition ties "Excluded Subsidiary" to subsidiaries located outside the parent company's jurisdiction.
"Excluded Subsidiary" means any subsidiary organized under the laws of a jurisdiction outside [Insert jurisdiction], where compliance with obligations under this agreement would result in adverse tax consequences, regulatory restrictions, or excessive administrative burdens.
Definition of "Excluded Subsidiary" as for unrestricted subsidiaries
This definition connects "Excluded Subsidiary" to subsidiaries designated as unrestricted under financing agreements.
"Excluded Subsidiary" refers to any subsidiary designated as an "unrestricted subsidiary" under the terms of this agreement or any related financing document, thereby excluding it from the obligations and covenants imposed on restricted subsidiaries.
Definition of "Excluded Subsidiary" as for newly acquired entities
This definition links "Excluded Subsidiary" to recently acquired subsidiaries pending integration.
"Excluded Subsidiary" means any subsidiary that has been newly acquired by the company and is temporarily excluded from the obligations under this agreement until it is integrated into the company’s operations and compliance framework.
Definition of "Excluded Subsidiary" as for dormant entities
This definition applies "Excluded Subsidiary" to inactive subsidiaries.
"Excluded Subsidiary" refers to any subsidiary of the company that is inactive, does not generate revenue, and has no material assets or liabilities, making it exempt from the obligations under this agreement.
Definition of "Excluded Subsidiary" as for joint venture entities
This definition ties "Excluded Subsidiary" to entities in which the company holds only partial ownership.
"Excluded Subsidiary" means any subsidiary in which the company owns less than [insert percentage, e.g., 50%] of the equity interest or voting rights, including joint ventures, and is therefore excluded from the obligations under this agreement.
Definition of "Excluded Subsidiary" as for special purpose vehicles (SPVs)
This definition connects "Excluded Subsidiary" to subsidiaries serving as SPVs.
"Excluded Subsidiary" refers to any subsidiary that functions as a special purpose vehicle (SPV) and is excluded from obligations under this agreement due to its sole purpose of holding specific assets or liabilities unrelated to the agreement.
Definition of "Excluded Subsidiary" as for bankruptcy-protected entities
This definition links "Excluded Subsidiary" to subsidiaries under bankruptcy protection.
"Excluded Subsidiary" means any subsidiary that is subject to bankruptcy, insolvency proceedings, or similar legal protections, and is therefore excluded from the obligations or guarantees required under this agreement.
Definition of "Excluded Subsidiary" as for tax-restricted entities
This definition applies "Excluded Subsidiary" to subsidiaries excluded due to tax implications.
"Excluded Subsidiary" refers to any subsidiary that is excluded from the obligations under this agreement to avoid triggering adverse tax consequences, such as those related to withholding taxes or tax liabilities arising from cross-border guarantees or loans.
Definition of "Excluded Subsidiary" as for minority interest entities
This definition ties "Excluded Subsidiary" to subsidiaries with minority ownership.
"Excluded Subsidiary" means any subsidiary in which the company does not have a controlling interest, including those where third-party shareholders hold a majority interest, making it exempt from obligations under this agreement.
Definition of "Excluded Subsidiary" as for compliance-exempt entities
This definition connects "Excluded Subsidiary" to subsidiaries exempted due to compliance barriers.
"Excluded Subsidiary" refers to any subsidiary that is excluded from obligations under this agreement due to the inability to meet specific compliance requirements, such as regulatory approvals or jurisdictional restrictions.
Definition of "Excluded Subsidiary" as for entities with legal barriers
This definition links "Excluded Subsidiary" to subsidiaries with legal constraints preventing their inclusion.
"Excluded Subsidiary" means any subsidiary that is excluded from this agreement due to legal barriers, such as prohibitions on providing guarantees or restrictions on intercompany loans under the subsidiary's local laws.
Definition of "Excluded Subsidiary" as for entities under divestiture
This definition applies "Excluded Subsidiary" to subsidiaries in the process of being sold or divested.
"Excluded Subsidiary" refers to any subsidiary that is currently subject to a pending divestiture, sale, or transfer of ownership and is therefore excluded from the obligations under this agreement.
Definition of "Excluded Subsidiary" as for subsidiaries with de minimis operations
This definition ties "Excluded Subsidiary" to subsidiaries with minimal activities.
"Excluded Subsidiary" means any subsidiary whose operations, assets, and liabilities are considered de minimis and are below thresholds defined in this agreement, exempting it from certain obligations or guarantees.
Definition of "Excluded Subsidiary" as for investment holding entities
This definition connects "Excluded Subsidiary" to subsidiaries that serve as holding companies.
"Excluded Subsidiary" refers to any subsidiary that functions solely as an investment holding company with no material operations or revenues, making it exempt from obligations under this agreement.
Definition of "Excluded Subsidiary" as for securitization vehicles
This definition links "Excluded Subsidiary" to subsidiaries used for securitization purposes.
"Excluded Subsidiary" means any subsidiary established solely for securitization transactions, including the issuance of asset-backed securities, which is excluded from the obligations under this agreement.
Definition of "Excluded Subsidiary" as for highly leveraged entities
This definition applies "Excluded Subsidiary" to subsidiaries with significant leverage.
"Excluded Subsidiary" refers to any subsidiary that is highly leveraged or subject to restrictive covenants under its own financing agreements, thereby making it ineligible to participate in obligations under this agreement.
Definition of "Excluded Subsidiary" as for environmentally restricted entities
This definition ties "Excluded Subsidiary" to subsidiaries facing environmental regulatory restrictions.
"Excluded Subsidiary" means any subsidiary that is excluded from the obligations under this agreement due to restrictions or limitations imposed by environmental laws or regulations.
Definition of "Excluded Subsidiary" as for subsidiaries without necessary approvals
This definition connects "Excluded Subsidiary" to subsidiaries lacking required authorizations.
"Excluded Subsidiary" refers to any subsidiary that has not obtained the necessary internal or external approvals, such as board or regulatory consents, to participate in the obligations under this agreement.
Definition of "Excluded Subsidiary" as for low-liquidity entities
This definition links "Excluded Subsidiary" to subsidiaries with limited financial resources.
"Excluded Subsidiary" means any subsidiary with insufficient liquidity or financial resources to fulfill obligations under this agreement, making it exempt from such requirements.
Definition of "Excluded Subsidiary" as for insurance-regulated entities
This definition ties "Excluded Subsidiary" to subsidiaries regulated under insurance laws.
"Excluded Subsidiary" means any subsidiary that is subject to regulation as an insurance company or similar entity under applicable laws, where such regulations prevent its participation in the obligations under this agreement.
Definition of "Excluded Subsidiary" as for capital-intensive operations
This definition connects "Excluded Subsidiary" to subsidiaries engaged in highly capital-intensive activities.
"Excluded Subsidiary" refers to any subsidiary primarily engaged in capital-intensive operations, such as infrastructure or manufacturing, that is excluded due to its unique financial and operational constraints.
Definition of "Excluded Subsidiary" as for legacy businesses
This definition links "Excluded Subsidiary" to subsidiaries operating legacy business models.
"Excluded Subsidiary" means any subsidiary that operates a legacy business or product line that is being phased out or maintained separately, and is therefore excluded from the obligations under this agreement.
Definition of "Excluded Subsidiary" as for tax haven jurisdictions
This definition applies "Excluded Subsidiary" to subsidiaries located in tax haven jurisdictions.
"Excluded Subsidiary" refers to any subsidiary incorporated in a jurisdiction classified as a tax haven, where inclusion in the obligations under this agreement could result in adverse tax consequences or compliance risks.
Definition of "Excluded Subsidiary" as for litigation-risk entities
This definition ties "Excluded Subsidiary" to subsidiaries with high litigation exposure.
"Excluded Subsidiary" means any subsidiary currently involved in significant legal disputes or litigation that could impact its ability to participate in the obligations under this agreement, making it an excluded entity.
Definition of "Excluded Subsidiary" as for entities with restricted cash flows
This definition connects "Excluded Subsidiary" to subsidiaries with limited access to operational funds.
"Excluded Subsidiary" refers to any subsidiary that has restricted or encumbered cash flows, preventing it from meeting obligations under this agreement and qualifying it for exclusion.
Definition of "Excluded Subsidiary" as for cross-border regulatory conflicts
This definition links "Excluded Subsidiary" to subsidiaries subject to conflicting international regulations.
"Excluded Subsidiary" means any subsidiary that operates in a jurisdiction where compliance with this agreement's obligations would create conflicts with local laws or regulatory requirements.
Definition of "Excluded Subsidiary" as for minority-owned joint ventures
This definition applies "Excluded Subsidiary" to subsidiaries owned partially by unrelated entities.
"Excluded Subsidiary" refers to any joint venture or subsidiary where the company does not hold a controlling interest and where obligations under this agreement cannot be enforced due to ownership constraints.
Definition of "Excluded Subsidiary" as for government-regulated businesses
This definition ties "Excluded Subsidiary" to subsidiaries subject to stringent government oversight.
"Excluded Subsidiary" means any subsidiary operating in a highly regulated sector, such as telecommunications or energy, where government restrictions preclude it from participating in the obligations under this agreement.
Definition of "Excluded Subsidiary" as for entities with non-transferable licenses
This definition connects "Excluded Subsidiary" to subsidiaries holding non-transferable operational licenses.
"Excluded Subsidiary" refers to any subsidiary whose inclusion in the obligations under this agreement is restricted due to its reliance on non-transferable regulatory licenses or permits.
Definition of "Excluded Subsidiary" as for high-risk jurisdictions
This definition links "Excluded Subsidiary" to subsidiaries operating in politically or economically unstable regions.
"Excluded Subsidiary" means any subsidiary that operates in a high-risk jurisdiction where inclusion in the obligations under this agreement would expose the company to excessive political, economic, or compliance risks.
Definition of "Excluded Subsidiary" as for early-stage ventures
This definition applies "Excluded Subsidiary" to newly formed or early-stage subsidiaries.
"Excluded Subsidiary" refers to any subsidiary in its early stages of operation or development, where its inclusion in the obligations under this agreement would impose unreasonable financial or administrative burdens.
Definition of "Excluded Subsidiary" as for subsidiaries under restructuring
This definition ties "Excluded Subsidiary" to entities undergoing internal reorganization.
"Excluded Subsidiary" means any subsidiary currently undergoing restructuring, reorganization, or a similar process, making it ineligible to participate in the obligations under this agreement.
Definition of "Excluded Subsidiary" as for nonprofit subsidiaries
This definition connects "Excluded Subsidiary" to entities organized as nonprofits.
"Excluded Subsidiary" refers to any subsidiary that operates as a nonprofit organization and is excluded from obligations under this agreement due to its distinct legal and operational structure.
Definition of "Excluded Subsidiary" as for subsidiaries with capped liabilities
This definition links "Excluded Subsidiary" to entities with pre-defined liability limitations.
"Excluded Subsidiary" means any subsidiary whose liability is contractually or legally capped, making it exempt from certain obligations or guarantees under this agreement.
Definition of "Excluded Subsidiary" as for environmentally regulated entities
This definition applies "Excluded Subsidiary" to subsidiaries bound by specific environmental compliance rules.
"Excluded Subsidiary" refers to any subsidiary subject to stringent environmental regulations that prevent it from fully participating in the obligations under this agreement.
Definition of "Excluded Subsidiary" as for subsidiaries under capital controls
This definition ties "Excluded Subsidiary" to subsidiaries in jurisdictions with strict currency or capital controls.
"Excluded Subsidiary" means any subsidiary operating in a country with capital controls or restrictions on foreign currency transactions that limit its ability to fulfill obligations under this agreement.
Definition of "Excluded Subsidiary" as for non-operational holding companies
This definition connects "Excluded Subsidiary" to non-operating entities.
"Excluded Subsidiary" refers to any subsidiary that functions solely as a holding company with no active operations, making it exempt from the obligations under this agreement.
Definition of "Excluded Subsidiary" as for subsidiaries with conflicting obligations
This definition links "Excluded Subsidiary" to entities with pre-existing contractual obligations.
"Excluded Subsidiary" means any subsidiary bound by pre-existing contractual or legal obligations that conflict with the terms of this agreement, rendering it ineligible for inclusion.
Definition of "Excluded Subsidiary" as for non-recourse entities
This definition ties "Excluded Subsidiary" to subsidiaries with non-recourse financing.
"Excluded Subsidiary" means any subsidiary whose obligations under financing arrangements are non-recourse to the parent company, thereby excluding it from obligations under this agreement.
Definition of "Excluded Subsidiary" as for equity method investments
This definition connects "Excluded Subsidiary" to entities accounted for under the equity method.
"Excluded Subsidiary" refers to any entity in which the company has an ownership interest accounted for under the equity method, exempting it from the obligations under this agreement.
Definition of "Excluded Subsidiary" as for export-controlled entities
This definition links "Excluded Subsidiary" to subsidiaries subject to export control regulations.
"Excluded Subsidiary" means any subsidiary whose operations are governed by export control laws or trade sanctions that prevent it from participating in the obligations under this agreement.
Definition of "Excluded Subsidiary" as for subsidiaries with minority veto rights
This definition applies "Excluded Subsidiary" to subsidiaries where minority shareholders have veto powers.
"Excluded Subsidiary" refers to any subsidiary in which minority shareholders have veto rights over major corporate decisions, precluding it from fulfilling obligations under this agreement.
Definition of "Excluded Subsidiary" as for high-risk industries
This definition ties "Excluded Subsidiary" to subsidiaries operating in high-risk industries.
"Excluded Subsidiary" means any subsidiary engaged in industries deemed high-risk, such as gambling, cryptocurrency, or weapons manufacturing, where inclusion would increase the company's exposure to regulatory or reputational risks.
Definition of "Excluded Subsidiary" as for single-asset entities
This definition connects "Excluded Subsidiary" to entities holding a single asset.
"Excluded Subsidiary" refers to any subsidiary established for the sole purpose of holding a single asset, such as real estate or intellectual property, and is excluded from broader obligations under this agreement.
Definition of "Excluded Subsidiary" as for subsidiaries with operational independence
This definition links "Excluded Subsidiary" to subsidiaries with independent operations.
"Excluded Subsidiary" means any subsidiary that operates independently and does not rely on the parent company for financial or operational support, making it exempt from obligations under this agreement.
Definition of "Excluded Subsidiary" as for entities with capped guarantees
This definition applies "Excluded Subsidiary" to subsidiaries with predefined guarantee limits.
"Excluded Subsidiary" refers to any subsidiary whose guarantee obligations are contractually capped or limited, making it ineligible for broader obligations under this agreement.
Definition of "Excluded Subsidiary" as for subsidiaries under shared ownership
This definition ties "Excluded Subsidiary" to entities with shared ownership structures.
"Excluded Subsidiary" means any subsidiary owned in partnership with other entities where the shared ownership structure precludes the subsidiary from complying with obligations under this agreement.
Definition of "Excluded Subsidiary" as for state-owned entities
This definition connects "Excluded Subsidiary" to subsidiaries with partial or full state ownership.
"Excluded Subsidiary" refers to any subsidiary that is partially or fully owned by a governmental entity, which may impose restrictions that exclude it from obligations under this agreement.
Definition of "Excluded Subsidiary" as for nonprofit-focused subsidiaries
This definition links "Excluded Subsidiary" to entities with nonprofit goals.
"Excluded Subsidiary" means any subsidiary organized exclusively for nonprofit or charitable purposes, where its operations or structure exempt it from obligations under this agreement.
Definition of "Excluded Subsidiary" as for subsidiaries with special tax treatments
This definition applies "Excluded Subsidiary" to entities benefiting from specific tax regimes.
"Excluded Subsidiary" refers to any subsidiary that benefits from special tax treatments or incentives that would be jeopardized by inclusion in the obligations under this agreement.
Definition of "Excluded Subsidiary" as for subsidiaries excluded by mutual consent
This definition ties "Excluded Subsidiary" to entities excluded by agreement.
"Excluded Subsidiary" means any subsidiary expressly excluded from obligations under this agreement by mutual consent of the parties as specified in the agreement or an annex.
Definition of "Excluded Subsidiary" as for subsidiaries under unique legal structures
This definition connects "Excluded Subsidiary" to entities with distinct legal forms.
"Excluded Subsidiary" refers to any subsidiary organized under a unique or hybrid legal structure, such as a limited partnership or trust, that precludes it from obligations under this agreement.
Definition of "Excluded Subsidiary" as for dormant intellectual property holders
This definition links "Excluded Subsidiary" to entities holding dormant intellectual property.
"Excluded Subsidiary" means any subsidiary that exists solely to hold dormant intellectual property assets and is excluded from active obligations under this agreement.
Definition of "Excluded Subsidiary" as for project-specific entities
This definition applies "Excluded Subsidiary" to subsidiaries formed for specific projects.
"Excluded Subsidiary" refers to any subsidiary formed exclusively for the execution of a specific project or contract, and therefore excluded from general obligations under this agreement.
Definition of "Excluded Subsidiary" as for subsidiaries with uncollectible receivables
This definition ties "Excluded Subsidiary" to subsidiaries with high uncollectible receivables.
"Excluded Subsidiary" means any subsidiary where a significant portion of its receivables are deemed uncollectible, making it exempt from financial obligations under this agreement.
Definition of "Excluded Subsidiary" as for subsidiaries under liquidation
This definition connects "Excluded Subsidiary" to subsidiaries being liquidated.
"Excluded Subsidiary" refers to any subsidiary currently in the process of liquidation or winding up, and therefore excluded from ongoing obligations under this agreement.
Definition of "Excluded Subsidiary" as for trust-administered entities
This definition links "Excluded Subsidiary" to subsidiaries administered by trusts.
"Excluded Subsidiary" means any subsidiary whose management or operations are administered by a trust or fiduciary, which precludes it from participating in the obligations under this agreement.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.