Common use of Parent Assets Clause in Contracts

Parent Assets. For so long as the Parent is not a Guarantor, neither the Parent nor any Subsidiary of the Parent that owns, directly or indirectly, any Equity Interests of the Company (each, a “Parent Entity”) shall own any assets other than: (i) Equity Interests in any other Parent Entity that is a Wholly Owned Subsidiary of the Parent or the Company; (ii) cash and other assets of nominal value incidental to its status as a public company or its ownership of the Equity Interests described in clauses (i) and (iii) of this Section 8.17.(a); (iii) other assets or Equity Interests with an aggregate book value not to exceed $25,000,000, or with the Administrative Agent’s approval, in the aggregate for this clause (iii) not to exceed $50,000,000; (iv) assets to be disposed or transferred pursuant to the Distribution Agreement, including any such assets held for the benefit of the other parties to the Distribution Agreement; (v) assets maintained on a temporary or pass-through basis that are held (x) for subsequent payment of dividends, other Restricted Payments or repayment of Indebtedness of the Parent not prohibited by this Agreement or any other Loan Document or (y) for contribution to the Company or any of its Subsidiaries, in each case, for a period not in excess of ten (10) Business Days for any such asset (except to the extent held in any deposit arrangement for up to 30 days with respect to the repayment of Existing Parent Debt); or (vi) contract rights (x) arising under the Distribution Agreement and the Ancillary Agreements, (y) related to the Parent’s status as a public company or (z) arising pursuant to any merger, purchase, acquisition or other similar agreement in relation to transactions permitted under this Agreement.

Appears in 4 contracts

Samples: Loan Agreement (Park Hotels & Resorts Inc.), Credit Agreement (Park Hotels & Resorts Inc.), Credit Agreement (Park Hotels & Resorts Inc.)

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Parent Assets. For so long as the Parent is not a Guarantor, neither the Parent nor any Subsidiary of the Parent that owns, directly or indirectly, any Equity Interests of the Company (each, a “Parent Entity”) shall own any assets other than: (i) Equity Interests in any other Parent Entity that is a Wholly Owned Subsidiary of the Parent or the Company; (ii) cash and other assets of nominal value incidental to its status as a public company or its ownership of the Equity Interests described in clauses (i) and (iii) of this Section 8.17.(a); (iii) other assets or Equity Interests with an aggregate book value not to exceed $25,000,000, or with the Administrative Agent’s approval, in the aggregate for this clause (iii) not to exceed $50,000,000; (iv) assets to be disposed or transferred pursuant to the Distribution Agreement, including any such assets held for the benefit of the other parties to the Distribution Agreement; (v) assets maintained on a temporary or pass-through basis that are held (x) for subsequent payment of dividends, other Restricted Payments or repayment of Indebtedness of the Parent not prohibited by this Agreement or any other Loan Document or (y) for contribution to the Company or any of its Subsidiaries, in each case, for a period not in excess of ten (10) Business Days for any such asset (except to the extent held in any deposit arrangement for up to 30 days with respect to the repayment of Existing Parent Debt); or (vi) contract rights (x) arising under the Distribution Agreement and the Ancillary AgreementsAgreements or, (y) related to the Parent’s status as a public company or (z) arising pursuant to any merger, purchase, acquisition or other similar agreement in relation to transactions permitted under this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Park Hotels & Resorts Inc.)

Parent Assets. For so long as the Parent is not a Guarantor, neither the Parent nor any Subsidiary of the Parent that owns, directly or indirectly, any Equity Interests of the Company (each, a “Parent Entity”) shall own any assets other than: (i) Equity Interests in any other Parent Entity that is a Wholly Owned Subsidiary of the Parent or the Company; (ii) cash and other assets of nominal value incidental to its status as a public company or its ownership of the Equity Interests described in clauses (i) and (iii) of this Section 8.17.(a); (iii) other assets or Equity Interests with an aggregate book value not to exceed $25,000,000, or with the Administrative Agent’s approval, in the aggregate for this clause (iii) not to exceed $50,000,000; (iv) assets to be disposed or transferred pursuant to the Distribution Agreement, including any such assets held for the benefit of the other parties to the Distribution Agreement; (v) assets maintained on a temporary or pass-through basis that are held (x) for subsequent payment of dividends, other Restricted Payments or repayment of Indebtedness of the Parent not prohibited by this Agreement or any other Loan Document or (y) for contribution to the Company or any of its Subsidiaries, in each case, for a period not in excess of ten (10) Business Days for any such asset (except to the extent held in any deposit arrangement for up to 30 days with respect to the repayment of Existing Parent Debt)asset; or (vi) contract rights (x) arising under the Distribution Agreement and the Ancillary Agreements, (y) related to the Parent’s status as a public company or (z) arising pursuant to any merger, purchase, acquisition or other similar agreement in relation to transactions permitted under this Agreement.

Appears in 1 contract

Samples: Delayed Draw Term Loan Agreement (Park Hotels & Resorts Inc.)

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Parent Assets. For so long as the Parent is not a Guarantor, neither the Parent nor any Subsidiary of the Parent that owns, directly or indirectly, any Equity Interests of the Company (each, a “Parent Entity”) shall own any assets other than: (i) Equity Interests in any other Parent Entity that is a Wholly Owned Subsidiary of the Parent or the Company; (ii) cash and other assets of nominal value incidental to its status as a public company or its ownership of the Equity Interests described in clauses (i) and (iii) of this Section 8.17.(a); (iii) other assets or Equity Interests with an aggregate book value not to exceed $25,000,000, or with the Administrative Agent’s approval, in the aggregate for this clause (iii) not to exceed $50,000,000; (iv) assets to be disposed or transferred pursuant to the Distribution Agreement, including any such assets held for the benefit of the other parties to the Distribution Agreement; (v) assets maintained on a temporary or pass-through basis that are held (x) for subsequent payment of dividends, other Restricted Payments or repayment of Indebtedness of the Parent not prohibited by this Agreement or any other Loan Document or (y) for contribution to the Company or any of its Subsidiaries, in each case, for a period not in excess of ten (10) Business Days for any such asset (except to the extent held in any deposit arrangement for up to 30 days with respect to the repayment of Existing Parent Debt); or (vi) contract rights (x) arising under the Distribution Agreement and the Ancillary Agreements, Agreements or (y) related to the Parent’s status as a public company or (z) arising pursuant to any merger, purchase, acquisition or other similar agreement in relation to transactions permitted under this Agreementcompany.

Appears in 1 contract

Samples: Credit Agreement (Park Hotels & Resorts Inc.)

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