Common use of Authority; Compliance With Other Agreements and Instruments and Government Regulations Clause in Contracts

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such party (other than any necessary Gaming Approvals, including in connection with any pledge of OP Units by a Pledgor following a Collateral Trigger Event); (b) violate or conflict with any provision of such party’s charter, articles of incorporation, operating agreement or bylaws, as applicable; (c) violate or conflict with any provision of the indentures governing the public Indebtedness of the Borrowers and the Restricted Subsidiaries, except to the extent that such violation or conflict could not reasonably be expected to have a Material Adverse Effect; (d) result in or require the creation or imposition of any Lien upon or with respect to any Property of the Borrowers and the Restricted Subsidiaries, other than Liens permitted by Section 8.03 or required by Section 6.09; or (e) violate any Requirement of Law applicable to such Party, except to the extent that such violation could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)

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Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each the Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such party (other than any necessary Gaming Approvals, including in connection with any pledge of OP Units by a Pledgor following a Collateral Trigger Event)party; (b) violate or conflict with any provision of such party’s charter, articles of incorporation, operating agreement or bylaws, as applicable; (c) violate or conflict with any provision of the indentures governing the public Indebtedness of the Borrowers Borrower and the Restricted Subsidiaries, except to the extent that such violation or conflict could not reasonably be expected to have a Material Adverse Effect; (d) result in or require the creation or imposition of any Lien upon or with respect to any Property of the Borrowers Borrower, and the Restricted Subsidiaries, other than Liens permitted by Section 8.03 or required by Section 6.098.03; or (e) violate any Requirement of Law applicable to such Party, except to the extent that such violation could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (MGM Growth Properties Operating Partnership LP)

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such party (other than any necessary Gaming Approvals, including in connection with any pledge of OP Units by a Pledgor following a Collateral Trigger EventPledgor); (b) violate or conflict with any provision of such party’s charter, articles of incorporation, operating agreement or bylaws, as applicable; (c) violate or conflict with any provision of the indentures governing the public Indebtedness of the Borrowers and the Restricted Subsidiaries, except to the extent that such violation or conflict could not reasonably be expected to have a Material Adverse Effect; (d) result in or require the creation or imposition of any Lien upon or with respect to any Property of the Borrowers and the Restricted Subsidiaries, other than Liens permitted by Section 8.03 or required by Section 6.098.03; or (e) violate any Requirement of Law applicable to such Party, except to the extent that such violation could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each the Borrower and each Guarantor Guarantor, if any, of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (ai) require any consent or approval not heretofore obtained of any member, partner, director, stockholder, stockholder or security holder or creditor of credit of such party (other than any necessary Gaming Approvals, including in connection with any pledge of OP Units by a Pledgor following a Collateral Trigger Event)party; (bii) violate or conflict with any provision of such party’s charter, articles of incorporation, operating agreement or bylaws, as applicable; (c) violate or conflict with any provision of the indentures governing the public Indebtedness of the Borrowers and the Restricted Subsidiaries, except to the extent that such violation or conflict could not reasonably be expected to have a Material Adverse Effect; (diii) result in or require the creation or imposition of any Lien upon or with respect to any Property of the Borrowers Borrower and the Restricted Subsidiaries, other than Liens permitted by Section 8.03 or required by Section 6.09; or8.03; (eiv) violate any Requirement of Law applicable to such Loan Party, except to the extent that where such violation could or conflict would not reasonably be expected to have a Material Adverse Effect; (v) violate or conflict with any provision of any contract or agreement applicable to such party, except where such violation or conflict would not have a Material Adverse Effect; and (vi) none of the Borrower or Guarantors, if any, is in violation of, or default under, any Requirement of Law or Contractual Obligation, or any Material Agreement, indenture, loan or credit agreement, in any respect that constitutes a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (MGM Resorts International)

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each the Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such party (other than any necessary Gaming Approvals, including in connection with any pledge of OP Units by a Pledgor following a Collateral Trigger Event)party; (b) violate or conflict with any provision of such party’s charter, articles of incorporation, operating agreement or bylaws, as applicable; (c) violate or conflict with any provision of the indentures governing the public Indebtedness of the Borrowers Borrower and the Restricted Subsidiaries, except to the extent that such violation or conflict could not reasonably be expected to have a Material Adverse Effect; (d) result in or require the creation or imposition of any Lien upon or with respect to any Property of the Borrowers Borrower, and the Restricted Subsidiaries, other than Permitted Encumbrances and other Liens permitted by Section 8.03 or required by Section 6.098.03; or (e) violate any Requirement of Law applicable to such Party, except to the extent that such violation could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Vici Properties Inc.)

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Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such party (other than any necessary Gaming Approvals, including in connection with any pledge of OP Units Pledged Equity by a Pledgor following a Collateral Trigger EventPledgor); (b) violate or conflict with any provision of such party’s charter, articles of incorporation, operating agreement or bylaws, as applicable; (c) violate or conflict with any provision of the indentures governing the public Indebtedness of the Borrowers and the Restricted Subsidiaries, except to the extent that such violation or conflict could not reasonably be expected to have a Material Adverse Effect; (d) result in or require the creation or imposition of any Lien upon or with respect to any Property of the Borrowers and the Restricted Subsidiaries, other than Liens permitted by Section 8.03 or required by Section 6.098.03; or (e) violate any Requirement of Law applicable to such Party, except to the extent that such violation could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (MGM Resorts International)

Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such party (other than any necessary Gaming Approvals, including in connection with any pledge of OP Units Pledged Equity by a Pledgor following a Collateral Trigger EventPledgor); (b) violate or conflict with any provision of such party’s charter, articles of incorporation, operating agreement or bylaws, as applicable; (c) violate or conflict with any provision of the indentures governing the public Indebtedness of the Borrowers and the Restricted Subsidiaries, except to the extent that such violation or conflict could not reasonably be expected to have a Material Adverse Effect; (d) result in or require the creation or imposition of any Lien upon or with respect to any Property of the Borrowers and the Restricted Subsidiaries, other than Liens permitted by Section 8.03 or required by Section 6.098.03; or (e) violate any Requirement of Law applicable to such Party, except to the extent that such violation could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (MGM Resorts International)

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