Common use of Limitation on Restrictions on Subsidiary Distributions, etc Clause in Contracts

Limitation on Restrictions on Subsidiary Distributions, etc. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party to (a) make Restricted Payments in respect of any Capital Stock of such Loan Party held by, or pay or subordinate any Indebtedness owed to, any other Loan Party, (b) make Investments in any other Loan Party or (c) transfer any of its assets to any other Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions under the Financing Agreements, (iii) as required by applicable law or any applicable rule or order, including those of any Nevada Gaming Authority, (iv) any restrictions imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or Property of a Loan Party or the Disposition of Property covered by such restriction, (v) any restrictions imposed with respect to any Property subject to a Lien permitted in accordance with Section 7.3 pursuant to an agreement that has been entered into in connection with the incurrence of such Liens so long as such restrictions relate solely to the Property subject to such Liens and (vi) customary nonassignment provisions in leases, licenses and similar agreements and other contracts which, taken as a whole, are not material to the business and operations of the Loan Parties.

Appears in 5 contracts

Samples: Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)

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Limitation on Restrictions on Subsidiary Distributions, etc. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party or any of its Subsidiaries (or, in the case of clause (a) only, any Subsidiary of the Borrower) to (a) make Restricted Payments in respect of any Capital Stock of such Loan Party Subsidiary held by, or pay or subordinate any Indebtedness owed to, any Loan Party or any other Loan PartySubsidiary, (b) make Investments in any other Loan Party or any other Subsidiary or (c) transfer any of its assets to any Loan Party or any other Loan PartySubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions under the Financing AgreementsSenior Note Indenture (or the agreements governing any permitted refinancing thereof), the Seller Notes or any agreements governing Indebtedness permitted under Section 7.2(i) solely to the extent such agreements contain such encumbrances or restrictions substantially equivalent to the corresponding provisions in the Senior Note Indenture and (iii) as required by applicable law or any applicable rule or order, including those of any Nevada Gaming Authority, (iv) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or Property of a Loan Party or the Disposition of Property covered by such restriction, (v) any restrictions imposed with respect to any Property subject to a Lien permitted in accordance with Section 7.3 pursuant to an agreement that has been entered into in connection with the incurrence assets of such Liens so long as such restrictions relate solely to the Property subject to such Liens and (vi) customary nonassignment provisions in leases, licenses and similar agreements and other contracts which, taken as a whole, are not material to the business and operations of the Loan PartiesSubsidiary.

Appears in 1 contract

Samples: Credit Agreement (Ws Financing Corp)

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Limitation on Restrictions on Subsidiary Distributions, etc. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party (or, in the case of clause (a) only, any Restricted Subsidiary of the Borrower) to (a) make Restricted Payments in respect of any Capital Stock of such Loan Party Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, any other Loan Party, Party (b) make Investments in any other Loan Party or (c) transfer any of its assets to any other Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions under the Financing AgreementsSenior Subordinated Note Indenture, (iii) as required by applicable law or any applicable rule or order, including those of any Nevada Gaming Authority, (iv) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or Property assets of a Loan Party or the Disposition of Property covered by such restriction, Restricted Subsidiary and (viv) any restrictions imposed with respect to any Property clause (c) only, restrictions on transfers of (1) assets subject to a any Lien permitted in accordance with Section under Sections 7.3 pursuant to an agreement that has been (c), (g), (l), (m) or (n) and (2) general intangibles consisting of customary non-assignment contract rights entered into in connection the ordinary course of business and which restrictions could not reasonably be expected to materially interfere with the incurrence of such Liens so long as such restrictions relate solely to the Property subject to such Liens and (vi) customary nonassignment provisions in leases, licenses and similar agreements and other contracts which, taken as a whole, are not material to the business and operations operation of the Loan Parties’ business or the rights and remedies of the Secured Parties under the Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Syniverse Technologies Inc)

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