Retained Subsidiary Clause Samples

Retained Subsidiary any subsidiary of Manor Care, except Choice and the Choice Subsidiaries. Welfare Plans: any welfare plan providing medical, dental, life, pre-paid legal services, accidental death & dismemberment or long-term disability benefits as set forth in Exhibit A. The term "Welfare Plan" does not include any short-term disability program.
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Retained Subsidiary any subsidiary of Sunburst, except ------------------- Choice and the Choice Subsidiaries. Sunburst: Choice Hotels International, Inc. (to be renamed Sunburst -------- Hospitality Corporation), a Delaware corporation. Sunburst Closing Stock Price: the New York Stock Exchange closing ---------------------------- price per share for Sunburst Common Stock on the Distribution Date, trading regular way, with a due ▇▇▇▇ for the special dividend of Choice Common Stock to be made in connection with the Distribution. Sunburst Medical Plan: any welfare plan maintained by Sunburst (or --------------------- to which Sunburst makes contributions) which provides medical benefits, including medical benefits provided through an HMO, an indemnity program or a point of service program. Sunburst Stock Option: an option to purchase Sunburst Common Stock --------------------- pursuant to an option granted under the Sunburst Hospitality Corporation Non- Employee Director Stock Option and Deferred Compensation Stock Purchase Plan or the Sunburst Hospitality Corporation Long Term Incentive Plan. Welfare Plans: any welfare plan providing medical, dental, life, ------------- pre-paid legal services, accidental death & dismemberment or long-term disability benefits as set forth in Exhibit A. The term "Welfare Plan" does not include any short-term disability program.
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Retained Subsidiary. The term "Retained Subsidiary" shall have the meaning set forth in the Manufacturing Agreement.
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Related to Retained Subsidiary

  • Subsidiary For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

  • Wholly Owned Subsidiary As to Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by Borrower.

  • Wholly-Owned Subsidiaries Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

  • Excluded Subsidiaries (a) The Borrower will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.