Restricted Transaction. The Borrower shall not, and shall cause the Parent and the Borrower’s and the Parent’s respective Subsidiaries not to, enter into any Restricted Transaction.
Restricted Transaction. Neither Borrower nor Guarantor shall enter into, or agree to enter into, any Restricted Transaction.
Restricted Transaction. The Borrower and the Guarantor shall not, and the Borrower and the Guarantor shall cause their respective Subsidiaries not to, enter into any Restricted Transaction.
Restricted Transaction. Notwithstanding Section 7.01(a)(v) and Section 7.01(b)(v), a Party or a member of its Group may enter into a Restricted Transaction if:
(i) prior to entering into each such Restricted Transaction, the Party entering into such Restricted Transaction receives a ruling from the IRS in a form and substance reasonably satisfactory to the other Party, to the effect that the Restricted Transaction will not cause the Restructuring or the Distribution to fail to qualify for the Intended Tax Treatment in whole or in part; or
(ii) the other Party consents in writing to such Restricted Transaction (which consent may be withheld by such other Party at its sole discretion). Each Party shall cooperate with the other Party in connection with obtaining such IRS ruling. The Party proposing to enter in a Restricted Transaction shall reimburse each member of the Group of the other Party for all reasonable out-of-pocket costs and expenses incurred by the such Group in connection with requesting or obtaining an IRS ruling pursuant to this Section 7.02(a) within thirty (30) Business Days of receiving an invoice from such other Party therefor.
Restricted Transaction. The Borrower shall not, and shall cause Splitco and the Borrower’s and Splitco’s respective Subsidiaries not to, enter into any Restricted Transaction.
Restricted Transaction. Except as expressly permitted pursuant to Section 5.01(p), Borrower shall not, and shall not permit Guarantor, any of Guarantor’s Affiliates (other than Issuer or any of its Subsidiaries) or any other Aggregated Person to, directly or indirectly enter into, or agree to enter into, any Restricted Transaction.
Restricted Transaction. Borrower shall not enter into, or agree to enter into, any Restricted Transaction.
Restricted Transaction. Notwithstanding Section 7.01(a)(iv) and Section 7.01(b)(iv), a Party or a member of its Group may enter into a Restricted Transaction if:
(i) prior to entering into each such Restricted Transaction, the Party entering into such Restricted Transaction receives a ruling from the IRS (and, to the extent an issue is not covered by the ruling, an Unqualified Tax Opinion with respect to such issue) or an Unqualified Tax Opinion, in each case, in a form and substance reasonably satisfactory to the other Party, to the effect that the Restricted Transaction will not cause the Distribution, the MVWC Contribution, the MVW International Contribution, the Internal Distributions, MVW US Contribution Losses, 338(h)(10) Elections or the MVW US Contribution to fail to qualify for the Intended Tax Treatment in whole or in part; or
(ii) the other Party consents in writing to such Restricted Transaction (which consent may be withheld by such other Party at its sole discretion). Each Party shall cooperate with the other Party in connection with obtaining such IRS ruling and/or Unqualified Tax Opinion. The Party proposing to enter in a Restricted Transaction shall reimburse each member of the Group of the other Party for all reasonable out-of-pocket costs and expenses incurred by the such Group in connection with requesting or obtaining an IRS ruling and/or an Unqualified Tax Opinion pursuant to this Section 7.02(a) within 10 Business Days of receiving an invoice from such other Party therefor.
Restricted Transaction. Neither the Agency nor its Shareholders shall undertake a Restricted Transaction except on the terms stated in this Section.
Restricted Transaction. The Loan Parties and their Affiliates shall not enter into, or agree to enter into, any Restricted Transaction. Notwithstanding the foregoing, a Loan Party or its Affiliates (other than Borrower or Pledgor) may enter into a loan transaction described in clauses (i) and (ii) of the definition of “Restricted Transaction” that will be secured by Hilton Shares, HGV Shares and Park Shares (in each case, other than any Collateral Shares) (such Shares, the “Permitted Transaction Collateral Shares”) provided that each of the following conditions is satisfied with respect thereto: (i)(a) such Loan Party or Affiliate of a Loan Party purchases the Permitted Transaction Collateral Shares in a transaction that does not decrease the Free Float with respect to any of the Shares or (b) such Loan Party or its Affiliate purchases an amount of Permitted Transaction Collateral Shares in an amount required to maintain its ownership percentage in a relevant Issuer as of the Effective Date in a rights offering or similar dilutive share offering by that Issuer, (ii) Borrower gives commercially reasonable advance notice taking into account the size and complexity of the proposed loan transaction (which shall, in any event, be no less than 15 Business Days’ advance notice) of such financing to each Lender describing such proposed transaction in reasonable detail, including any events of default, cancellation events, early termination events or other early unwind provisions or provisions giving rise to a right of foreclosure (in each case, however defined) or any collateral trigger or other similar provisions, (iii) the amount of financing to be advanced in such financing does not exceed 50% of the market value of the Permitted Transaction Collateral Shares as of the time such advance is funded, (iv) the sum of (a) the commitment amount under such proposed financing, (b) the aggregate principal amount outstanding and aggregate amount of undrawn commitments under any other financings secured by the Permitted Transaction Collateral Shares at such time, and (c) the Commitment Amount of $3 billion does not, in the aggregate, exceed $6 billion, (v) each Lender has a right to elect to materially participate in such financing on the same terms as the proposed lender(s) for such financing and (vi) to the extent that the terms of such financing relating to LTV triggers, mandatory prepayment events and/or events of default put lenders in such financing in an advantageous position vis-à-vis Le...
