No Restrictions on Subsidiary Distributions to Borrowers or Other Subsidiaries. Except as provided herein, Borrowers will not, and will not permit any of their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any of their Subsidiaries to (i) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by Borrowers or any other Subsidiary of Borrowers, (ii) repay or prepay any Indebtedness owed by any such Subsidiaries to Borrowers, (iii) make loans or advances to Borrowers, or (iv) transfer any of its property or assets to Borrowers other than (x) as provided herein or in the other Loan Documents, (y) as set forth in the documents evidencing Other Indebtedness as in effect on the Closing Date including any refinancing thereof permitted hereunder provided that the provisions regarding dividends, distributions, repayments of Indebtedness, loans and advances and transfers of assets are not less favorable to Borrowers, such Subsidiary or Lenders than those set forth in the documents evidencing the Indebtedness being refinanced or (z) as required by applicable law or any applicable rule or order of any Gaming Authority.
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Samples: Credit Agreement (Grand Canal Shops Mall Construction LLC), Credit Agreement (Las Vegas Sands Inc)
No Restrictions on Subsidiary Distributions to Borrowers or Other Subsidiaries. Except as provided herein, Borrowers will not, and will not permit any of their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any of their Subsidiaries to (i) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by Borrowers or any other Subsidiary of Borrowers, (ii) repay or prepay any Indebtedness owed by any such Subsidiaries to Borrowers, (iii) make loans or advances to Borrowers, or (iv) transfer any of its property or assets to Borrowers other than (x) as provided herein or in the other Loan Documents, (y) as set forth in the documents evidencing Other Indebtedness as in effect on the Closing Date including any refinancing thereof permitted hereunder provided that the provisions regarding dividends, distributions, repayments of Indebtedness, loans and advances and transfers of assets are not less favorable to Borrowers, such Subsidiary or Lenders Lender than those set forth in the documents evidencing the Indebtedness being refinanced or (z) as required by applicable law or any applicable rule or order of any Gaming Authority.
Appears in 1 contract
Samples: Credit Agreement (Grand Canal Shops Mall Construction LLC)
No Restrictions on Subsidiary Distributions to Borrowers or Other Subsidiaries. Except as provided hereinherein and as provided in the documents evidencing the Phase I-A Subsidiary Non-Recourse Loan, Borrowers will not, and will not permit any of their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any of their Subsidiaries to (i) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by Borrowers or any other Subsidiary of Borrowers, (ii) repay or prepay any Indebtedness owed by any such Subsidiaries to Borrowers, (iii) make loans or advances to Borrowers, or (iv) transfer any of its property or assets to Borrowers other than (x) as provided herein or in the other Loan Documents, (y) as set forth in the documents evidencing Other Indebtedness as in effect on the Closing Date November 14, 1997 including any refinancing thereof permitted hereunder provided that the provisions regarding dividends, distributions, repayments of Indebtedness, loans and advances and transfers of assets are not less favorable to Borrowers, such Subsidiary or Lenders than those set forth in the documents evidencing the Indebtedness being refinanced or (z) as required by applicable law or any applicable rule or order of any Gaming Authority.
Appears in 1 contract
No Restrictions on Subsidiary Distributions to Borrowers or Other Subsidiaries. Except as provided herein, The Borrowers will not, and will not permit any of their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any of their Subsidiaries to (i) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by Borrowers either Borrower or any other Subsidiary of Borrowersa Borrower, (ii) repay or prepay any Indebtedness owed by any of such Subsidiaries to either or both of the Borrowers, (iii) make loans or advances to Borrowers, the Borrowers or (iv) transfer any of its property or assets to either or both of the Borrowers other than (x) as provided herein or in the other Loan Documents, (y) as set forth in the documents evidencing Other Indebtedness as in effect on the Closing Date date hereof, including any refinancing refinancing, renewal, replacement or substitution thereof permitted hereunder hereunder, provided that the provisions regarding dividends, distributions, repayments of Indebtedness, loans and advances and transfers of assets are not less favorable to the applicable Borrower or Borrowers, such Subsidiary or Subsidiaries or to the Lenders hereunder than those set forth in the documents evidencing the Indebtedness being refinanced refinanced, renewed, replaced or substituted for or (z) as required by applicable law or any applicable rule or order of any the Nevada Gaming Authority.
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Samples: Term Loan and Security Agreement (Grand Canal Shops Mall Construction LLC)
No Restrictions on Subsidiary Distributions to Borrowers or Other Subsidiaries. Except as provided herein, Borrowers will not, and will not permit any of their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any of their Subsidiaries such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by Borrowers or any other Subsidiary of Borrowers, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Borrowers or any such Subsidiaries to other Subsidiary of Borrowers, (iii) make loans or advances to Borrowers or any other Subsidiary of Borrowers, or (iv) transfer any of its property or assets to Borrowers or any other than (x) as provided herein or in the other Loan Documents, (y) as set forth in the documents evidencing Other Indebtedness as in effect on the Closing Date including any refinancing thereof permitted hereunder Subsidiary of Borrowers; provided that the provisions regarding dividendsforegoing shall not apply to (a) restrictions and conditions existing on the date hereof and identified on SCHEDULE 7.2 (but shall apply to any extension or renewal of, distributionsor any amendment or modification expanding the scope of, repayments of any such restriction or condition), (b) customary restrictions and conditions contained in agreements relating to Assets Sales permitted by this Agreement with respect to the assets being sold, (c) customary restrictions or conditions imposed by any agreement evidencing secured Indebtedness permitted under subsections 7.1(iv) and 7.1(vii) with respect to the assets subject to such securitization transaction or Indebtedness, loans and advances (d) customary provisions in leases and transfers of assets are not less favorable to Borrowers, such Subsidiary or Lenders than those set forth in other contracts restricting the documents evidencing the Indebtedness being refinanced or (z) as required by applicable law or any applicable rule or order of any Gaming Authorityassignment thereof.
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Samples: Credit Agreement (La Quinta Corp)