Common use of Sufficiency of Interests and Project Documents Clause in Contracts

Sufficiency of Interests and Project Documents. 4.16.1 Xxxx Las Vegas owns the Site and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Valvino, Palo, Xxxx Resorts Holdings and Desert Inn Improvement) in fee simple. Xxxx Las Vegas has a valid leasehold estate or easement interest, as the case may be, in the portions of the Site described in the Affiliate Real Estate Agreements. Xxxx Resorts Holdings owns the Golf Course Land, Palo owns the Palo Home Site Land, Desert Inn Improvement owns the Water Utility Land and Valvino owns the Phase II Land, in each case, in fee simple. Other than those services to be performed and materials to be supplied that can be reasonably expected to be commercially available when and as required, the Company owns or holds under lease all of the property interests and has entered into all documents and agreements necessary to develop, construct, complete, own and operate the Project (including access to sufficient water rights) on the Mortgaged Property and in accordance with all Legal Requirements and the Project Schedule and as contemplated in the Operative Documents. 4.16.2 Each of the Funding Agents has received a true, complete and correct copy of each of the Material Project Documents in effect or required to be in effect as of the date this representation is made or deemed made (including all exhibits, schedules, side letters and disclosure letters referred to therein or delivered pursuant thereto, if any). A list of all Project Documents entered into as of the Closing Date is attached hereto as Exhibit U. Each Material Project Document is in full force and effect, enforceable against the Persons party thereto in accordance with its terms, subject only to bankruptcy and similar laws and principles of equity. 4.16.3 All conditions precedent to the obligations of the respective parties (other than the Company) under the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be met until a later stage in the construction or operation of the Project, and the Company has no reason to believe that any such condition precedent which could reasonably be expected to have a Material Adverse Effect cannot be satisfied on or prior to the appropriate stage in the development, construction or operation of the Project.

Sufficiency of Interests and Project Documents. 4.16.1 Xxxx Las Vegas owns the Site and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Valvino, Palo, Xxxx Resorts Holdings and Desert Inn Improvement) in fee simple. Xxxx Las Vegas has a valid leasehold estate or easement interest, as the case may be, in the portions of the Site described in the Affiliate Real Estate Agreements. Xxxx Resorts Holdings owns the Golf Course Land, Palo owns the Palo Home Site Land, Desert Inn Improvement owns the Water Utility Land and Valvino owns the Phase II Land, in each case, in fee simple. Other than those services to be performed and materials to be supplied that can be reasonably expected to be commercially available when and as required, the Company owns or holds under lease all of the property interests and has entered into all documents and agreements necessary to develop, construct, complete, own and operate the Project (including access to sufficient water rights) on the Mortgaged Property and in accordance with all Legal Requirements and the Project Schedule and as contemplated in the Operative Documents. 4.16.2 Each of the Funding Agents has received a true, complete and correct copy of each of the Material Project Documents in effect or required to be in effect as of the date this representation is made or deemed made (including all exhibits, schedules, side letters and disclosure letters referred to therein or delivered pursuant thereto, if any). A list of (a) all Project Documents that are Contracts and (b) all other Material Project Documents, in each case, that have been entered into as of the Closing Date and are necessary to the construction or operation of the Project (excluding Contracts entered into in the ordinary course of business for services or materials that are easily obtained from replacement contractors or vendors on similar terms) is attached hereto as Exhibit U. Each Material Project Document is in full force and effect, enforceable against the Persons party thereto in accordance with its terms, subject only to bankruptcy and similar laws and principles of equity. 4.16.3 All conditions precedent to the obligations of the respective parties (other than the Company) under the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be met until a later stage in the construction or operation of the Project, and the Company has no reason to believe that any such condition precedent which could reasonably be expected to have a Material Adverse Effect cannot be satisfied on or prior to the appropriate stage in the development, construction or operation of the Project.

Sufficiency of Interests and Project Documents. 4.16.1 Xxxx Las Vegas owns the Site and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Valvino, Palo, Xxxx Resorts Holdings and Desert Inn Improvement) in fee simple. Xxxx Las Vegas has a valid leasehold estate or easement interest, as the case may be, in the portions of the Site described in the Affiliate Real Estate Agreements. Xxxx Resorts Holdings owns the Golf Course Land, Palo owns the Palo Home Site Land, Desert Inn Improvement owns the Water Utility Land and Valvino 4.6.1 LCR owns the Phase II Land, in each case, Site and the Phase II Site Easements in fee simplesimple subject to no Liens other than Permitted Liens and Permitted Encumbrances. Phase II Mall Subsidiary has good and marketable fee simple or leasehold title in the Phase II Mall Space and the Phase II Mall Easements subject to no Liens other than Permitted Liens and Permitted Encumbrances. Other than those services to be performed and materials to be supplied that can be reasonably expected to be commercially available when and as required, the Company LCR owns (or holds under lease lease) all of the property interests and has entered into all documents and agreements necessary to develop, construct, complete, own and operate the Project (including access to sufficient water rights) Phase II Hotel/Casino on the Mortgaged Property Phase II Site and Phase II Mall Subsidiary owns (or holds under lease) all of the property interests and has entered into all documents and agreements necessary to develop, construct and complete the Phase II Mall on the Phase II Mall Space, each in accordance with all Legal Requirements and the Project Schedule and as contemplated in the Operative DocumentsFinancing Agreements to which they are a party. 4.16.2 4.6.2 Each of the Funding Agents and the Bank Arranger has received a true, complete and correct copy of each of the Material Project Documents Contracts in effect or required to be in effect as of the date this representation is made or deemed made (including all exhibits, schedules, side letters and disclosure letters referred to therein or delivered pursuant thereto, if any). A list of all Project Documents Contracts entered into as of the Closing Effective Date is attached hereto as Exhibit U. Each Material Project Document is in full force and effect, enforceable against the Persons party thereto in accordance with its terms, subject only to bankruptcy and similar laws and principles of equity.U. 4.16.3 4.6.3 All conditions precedent to the obligations of the respective parties (other than LCR and the CompanyPhase II Mall Borrowers) under the Material Project Documents to which LCR or the Phase II Mall Borrowers are a party have been satisfied, except for such conditions precedent precedent (a) the failure of which to be satisfied could not reasonably be expected to have a Material Adverse Effect or (b) which by their terms cannot be met until a later stage in the construction or operation of the Phase II Project, and the Company such Person has no reason to believe that any such condition precedent (the failure of which to be satisfied could reasonably be expected to have a Material Adverse Effect Effect) cannot be satisfied on or prior to the appropriate stage in the development, construction or operation of the Phase II Project.

Sufficiency of Interests and Project Documents. 4.16.1 Xxxx Las Vegas 4.3.1 The Company owns the Site and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Valvino, Palo, Xxxx Resorts Holdings Golf and Desert Inn ImprovementWynn Sunrise) in fee simple. Xxxx Las Vegas The Company has a valid leasehold estate or easement interest, as the case may be, in the portions of the Site described in the Affiliate Real Estate Agreements. Except as permitted by the Bank Credit Agreement and the 2014 Notes Indenture, Xxxx Resorts Holdings Golf owns the Golf Course Land, Palo Land (including the Home Site Land and the Xxxx Home Site) and the Golf Course Land Easements in fee simple and Wynn Sunrise owns the Palo Home Site Land, Desert Inn Improvement owns the Water Utility Xxxx Sunrise Land and Valvino owns the Phase II Land, in each case, Wynn Sunrise Easements in fee simple. Other than those services to be performed and materials to be supplied that can be reasonably expected to be commercially available when and as required, the Company owns or holds under lease all of the property interests and has entered into all documents and agreements necessary to develop, construct, complete, own and operate the Project (including access to sufficient water rights) on the Mortgaged Property and in accordance with all Legal Requirements and the Project Schedule and as contemplated in the Operative Documents. 4.16.2 4.3.2 Each of the Funding Agents has received a true, complete and correct copy of each of the Material Project Documents in effect or required to be in effect as of the date this representation is made or deemed made (including all exhibits, schedules, material side letters and material disclosure letters referred to therein or delivered pursuant thereto, if any). A list of (a) all Project Documents that are Contracts and (b) all other Material Project Documents, in each case, that have been entered into as of the Closing Date and are necessary to the construction or operation of the Phase I Project (excluding Contracts entered into in the ordinary course of business for services or materials that are easily obtained from replacement contractors or vendors on similar terms and any Project Document with a total contract amount or value of less than $15,000,000) is attached hereto as Exhibit U. Q-5. Each representation and warranty of (a) each Loan Party set forth in Article 4 hereof or in any of the other Financing Agreements shall be true and correct in all material respects as if made on the Closing Date (except that any representation and warranty that relates expressly to an earlier date shall be deemed made only as of such earlier date), (b) each Loan Party set forth in each Material Project Document is was true and correct in full force all material respects on the date made in the applicable documents and effect(c) to the Company’s knowledge, enforceable against each Major Project Participant (other than any Loan Party) set forth in any of the Persons party thereto Material Project Documents was true and correct in accordance with its termsall material respects on the date made in the applicable document, subject only unless the failure of any such representation and warranty referred to bankruptcy in clauses (b) or (c) to be true and similar laws and principles of equitycorrect could not reasonably be expected to have a Material Adverse Effect. 4.16.3 4.3.3 All conditions precedent to the obligations of the respective parties (other than the Company) under the Material Project Documents have been satisfied, except for immaterial conditions waived by the Loan Parties and except for such conditions precedent which by their terms cannot be met until a later stage in the construction or operation of the ProjectProjects, and the Company has no reason to believe that any such condition precedent precedent, the failure to satisfy which could reasonably be expected to have a Material Adverse Effect Effect, cannot be satisfied on or prior to the appropriate stage in the development, construction or operation of the ProjectProjects.

Sufficiency of Interests and Project Documents. 4.16.1 Xxxx Las Vegas 4.3.1 The Company owns the Site and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Valvino, Palo, Xxxx Resorts Holdings Golf and Desert Inn ImprovementXxxx Sunrise) in fee simple. Xxxx Las Vegas The Company has a valid leasehold estate or easement interest, as the case may be, in the portions of the Site described in the Affiliate Real Estate Agreements. Except as permitted by the Bank Credit Agreement, Xxxx Resorts Holdings Golf owns the Golf Course Land, Palo Land (including the Home Site Land and the Wynn Home Site) and the Golf Course Land Easements in fee simple and Wynn Sunrise owns the Palo Home Site Land, Desert Inn Improvement owns the Water Utility Xxxx Sunrise Land and Valvino owns the Phase II Land, in each case, Xxxx Sunrise Land Easements in fee simple. Other than those services to be performed and materials to be supplied that can be reasonably expected to be commercially available when and as required, the Company owns or holds under lease all of the property interests and has entered into all documents and agreements necessary to develop, construct, complete, own and operate the Project (including access to sufficient water rights) on the Mortgaged Property and in accordance with all Legal Requirements and the Project Schedule and as contemplated in the Operative Documents. 4.16.2 Each of the Funding Agents 4.3.2 The Bank Agent has received a true, complete and correct copy of each of the Material Project Documents in effect or required to be in effect as of the date this representation is made or deemed made (including all exhibits, schedules, material side letters and material disclosure letters referred to therein or delivered pursuant thereto, if any). A list of (a) all Project Documents that are Contracts and (b) all other Material Project Documents, in each case, that have been entered into as of the Closing Effective Date and are necessary to the construction or operation of the Phase II Project (excluding, in each case, Contracts entered into in the ordinary course of business for services or materials that are easily obtained from replacement contractors or vendors on similar terms and any Project Document with a total contract amount or value of less than $15,000,000) is attached hereto as Exhibit U. Each Material Project Document is in full force and effect, enforceable against the Persons party thereto in accordance with its terms, subject only to bankruptcy and similar laws and principles of equity.C. 4.16.3 4.3.3 All conditions precedent to the obligations of the respective parties (other than the Company) under the Material Project Documents have been satisfied, except for (a) conditions waived by the Loan Parties and (b) such conditions precedent which by their terms cannot be met until a later stage in the construction or operation of the Phase II Project; provided that, and in the case of clause (a) above, such waiver could not be reasonably expected to have a Material Adverse Effect; provided further that, in the case of clause (b) above, the Company has no reason to believe that any such condition precedent precedent, the failure to satisfy which could reasonably be expected to have a Material Adverse Effect Effect, cannot be satisfied on or prior to the appropriate stage in the development, construction or operation of the Phase II Project.

Sufficiency of Interests and Project Documents. 4.16.1 Xxxx Las Vegas owns 4.6.1 The Loan Parties have good leasehold title to the Site for the Sands Macao Casino and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Valvino, Palo, Xxxx Resorts Holdings and Desert Inn Improvement) in fee simpleSands Macao Podium Expansion. Xxxx Las Vegas has a valid leasehold estate or easement interest, as the case may be, in the portions of the Site described in the Affiliate Real Estate Agreements. Xxxx Resorts Holdings owns the Golf Course Land, Palo owns the Palo Home Site Land, Desert Inn Improvement owns the Water Utility Land and Valvino owns the Phase II Land, in each case, in fee simple. Other than those services to be performed and materials to be supplied that can be reasonably expected to be commercially available when and as required, the Company owns or holds under lease The Loan Parties own all of the material property interests and has have entered into all documents and agreements necessary to develop, construct, complete, own and operate the Project (including access to sufficient water rights) Sands Macao Casino and the Sands Macao Podium Expansion on the Mortgaged Property and applicable Site in accordance with all Legal Requirements and the Project Schedule for such Project and as contemplated in the Operative Loan Documents, other than those services to be performed and materials and equipment to be supplied and/or constructed that can be reasonably expected to be commercially available when and as required. For the avoidance of doubt, this Section is not intended to address Permits, as the representations regarding Permits is addressed under Section 4.1. 4.16.2 Each 4.6.2 As of the Funding Agents Initial Standard Advance Date for each Active Project (other than the Sands Macao Casino and the Sands Macao Podium Expansion) and as of the date of each Advance thereafter, the Loan Parties have good leasehold title to the Site for each such Active Project (or, in the case of any Casino Operation Project that is an Active Project, the “air parcel” and “horizontal property” comprising such Casino Operation Project). As of the Initial Standard Advance Date for each Active Project (other than the Sands Macao Casino and the Sands Macao Podium Expansion) and as of the date of each Advance thereafter, the Loan Parties own all of the material property interests and have entered into all documents and agreements necessary to develop, construct, complete, own and operate each such Active Project on the applicable Site (or, in the case of any Casino Operation Project that is an Active Project, the “air parcel” and “horizontal property” comprising such Casino Operation Project); in each case, in accordance with all Legal Requirements and the Project Schedule for such Project and as contemplated in the Loan Documents, other than those services to be performed and goods, materials and equipment to be supplied and/or improvements to be constructed and/or documents and agreements to be entered into that can be reasonably expected to be commercially available when and as required. For the avoidance of doubt, this Section is not intended to address Permits, as the representations regarding Permits is addressed under Section 4.1. 4.6.3 As of the Closing Date and as of the date of each Advance thereafter, the Sands Macao Land Concession Contract creates a valid and subsisting leasehold estate in the Property and the Improvements covered thereby, subject only to Permitted Liens. For each other Active Project, as of the Initial Standard Advance Date and as of the date of each Advance thereafter, the Land Concession Contract relating to such Project creates a valid and subsisting leasehold estate in the Property and the Improvements covered thereby, subject only to Permitted Liens. 4.6.4 The Bank Agent has received a true, complete and correct copy (in electronic format, to the extent reasonably possible) of each of the Material Construction Contracts for each Active Project Documents in effect or required to be in effect as of the date this representation is made or deemed made (including all exhibits, schedules, side letters and disclosure letters referred to therein or delivered pursuant thereto, if any). A list For each Active Project, as of the Initial Standard Advance Date for such Project, a Material Construction Contracts Schedule listing all Material Construction Contracts for such Active Project Documents entered into as of the Closing Date such date is attached hereto as Exhibit U. Each Material Project Document is in full force and effect, enforceable against the Persons party thereto in accordance with its terms, subject only to bankruptcy and similar laws and principles of equity.M. 4.16.3 4.6.5 All conditions precedent to the obligations of the respective parties (other than the CompanyLoan Parties) under the Material Project Documents for all Active Projects have been satisfied, except for such conditions precedent (a) the failure of which to be satisfied could not reasonably be expected to have a Material Adverse Effect or (b) which by their terms cannot be met until a later stage in the construction or operation of the ProjectActive Projects, and the Company no Loan Party has no any reason to believe that any such condition precedent (the failure of which to be satisfied could reasonably be expected to have a Material Adverse Effect Effect) cannot be satisfied on or prior to the appropriate stage in the development, construction or operation of the ProjectActive Projects.

Sufficiency of Interests and Project Documents. 4.16.1 Xxxx Las Vegas owns the Site and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Valvino, Palo, Xxxx Resorts Holdings and Desert Inn Improvement) in fee simple. Xxxx Las Vegas has a valid leasehold estate or easement interest, as the case may be, in the portions of the Site described in the Affiliate Real Estate Agreements. Xxxx Resorts Holdings owns the Golf Course Land, Palo owns the Palo Home Site Land, Desert Inn Improvement owns the Water Utility Land and Valvino owns the Phase II Land, in each case, in fee simple. 5.2.1 Other than those services to be performed and materials to be supplied that can be reasonably expected to be commercially available when and as required, the Company each Loan Party (a) owns or holds under lease or pursuant to easements all of the property interests and has have entered into all documents and agreements in respect thereof required as of the date this representation is made or deemed made, and (b) has no knowledge of facts that would lead a reasonable person to conclude that the Loan Parties will be unable to, when required, enter into any document or agreement, in each case necessary to develop, constructconstruct and complete the Project and own, complete, own lease and/or possess and operate the Project (including access to sufficient water rights) on the applicable Mortgaged Property and in accordance with all Legal Requirements applicable laws, Applicable Permits and other legal requirements and the Project Schedule and as contemplated in the Operative Loan Documents and the Project Documents. 4.16.2 Each of 5.2.2 The Administrative Agent and the Funding Agents has received a Collateral Agent have been provided access to true, complete and correct copy copies of each of the Material Project Documents Key Construction and Design Contracts in effect or required to be in effect as of the date this representation is made or deemed made (including all exhibits, schedules, side letters and disclosure letters referred to therein or delivered pursuant thereto, if any). A list of all On the Closing Date, the Project Documents listed on Exhibit J constitute all of the Key Construction and Design Contracts that have been entered into as of the Closing Date is attached hereto and are necessary for the construction or operation of the Project (excluding 39 Construction Contracts entered into in the ordinary course of business for services or materials that are easily obtained from replacement contractors or vendors on similar terms). On the date of each Disbursement, the Project Documents listed on Exhibit J or, if any Loan Party has entered into any Key Construction and Design Contracts after the Closing Date, the Project Documents listed on an amended Exhibit J delivered to the Disbursement Agent, the Administrative Agent and the Construction Consultant prior to the date of such Disbursement, constitute all of the Key Construction and Design Contracts that have been entered into as of the date of such Disbursement and that are necessary for the construction or operation of the Project (excluding Construction Contracts entered into in the ordinary course of business for services or materials that are easily obtained from replacement contractors or vendors on similar terms). Each Key Construction and Design Contract listed on Exhibit U. Each Material Project Document J (as such Exhibit may be amended from time to time as noted above) is in full force and effect, enforceable against the Persons party thereto in accordance with its terms, subject only to bankruptcy bankruptcy, insolvency, moratorium and other similar laws and principles of equity. 4.16.3 5.2.3 All conditions precedent to the obligations of the respective parties (other than the Companya Loan Party) under the Material Project Documents Key Construction and Design Contracts to which a Loan Party is a party that are in effect as of the date this representation is made or deemed made have been satisfied, except for such conditions precedent (a) the failure of which to be satisfied would not reasonably be expected to have a Material Adverse Effect or (b) which by their terms cannot be met until a later stage in the construction or operation of the Project, and the Company Borrower has no reason to believe that any such condition precedent (other than those the failure of which to satisfy could not reasonably be expected to have a Material Adverse Effect Effect) cannot be satisfied on or prior to the appropriate stage in the development, development or construction or operation of the Project.

Sufficiency of Interests and Project Documents. 4.16.1 Xxxx Las Vegas 4.3.1 The Company owns the Site and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Valvino, Palo, Xxxx Resorts Holdings Golf and Desert Inn ImprovementWynn Sunrise) in fee simple. Xxxx Las Vegas The Company has a valid leasehold estate or easement interest, as the case may be, in the portions of the Site described in the Affiliate Real Estate Agreements. Except as permitted by the Bank Credit Agreement and the 2014 Notes Indenture, Xxxx Resorts Holdings Golf owns the Golf Course Land, Palo Land (including the Home Site Land and the Xxxx Home Site) and the Golf Course Land Easements in fee simple and Wynn Sunrise owns the Palo Home Site Land, Desert Inn Improvement owns the Water Utility Xxxx Sunrise Land and Valvino owns the Phase II Land, in each case, Wynn Sunrise Easements in fee simple. Other than those services to be performed and materials to be supplied that can be reasonably expected to be commercially available when and as required, the Company owns or holds under lease all of the property interests and has entered into all documents and agreements necessary to develop, construct, complete, own and operate the Project (including access to sufficient water rights) on the Mortgaged Property and in accordance with all Legal Requirements and the Project Schedule and as contemplated in the Operative Documents. 4.16.2 4.3.2 Each of the Funding Agents has received a true, complete and correct copy of each of the Material Project Documents in effect or required to be in effect as of the date this representation is made or deemed made (including all exhibits, schedules, material side letters and material disclosure letters referred to therein or delivered pursuant thereto, if any). A list of (a) all Project Documents that are Contracts and (b) all other Material Project Documents, in each case, that have been entered into as of the Closing Date and are necessary to the construction or operation of the Phase I Project (excluding Contracts entered into in the ordinary course of business for services or materials that are easily obtained from replacement contractors or vendors on similar terms and any Project Document with a total contract amount or value of less than $15,000,000) is attached hereto as Exhibit U. Q-5. Each representation and warranty of (a) each Loan Party set forth in Article 4 hereof or in any of the other Financing Agreements shall be true and correct in all material respects as if made on the Closing Date (except that any representation and warranty that relates expressly to an earlier date shall be deemed made only as of such earlier date), (b) each Loan Party set forth in each Material Project Document is was true and correct in full force all material respects on the date made in the applicable documents and effect(c) to the Company's knowledge, enforceable against each Major Project Participant (other than any Loan Party) set forth in any of the Persons party thereto Material Project Documents was true and correct in accordance with its termsall material respects on the date made in the applicable document, subject only unless the failure of any such representation and warranty referred to bankruptcy in clauses (b) or (c) to be true and similar laws and principles of equitycorrect could not reasonably be expected to have a Material Adverse Effect. 4.16.3 4.3.3 All conditions precedent to the obligations of the respective parties (other than the Company) under the Material Project Documents have been satisfied, except for immaterial conditions waived by the Loan Parties and except for such conditions precedent which by their terms cannot be met until a later stage in the construction or operation of the ProjectProjects, and the Company has no reason to believe that any such condition precedent the failure to satisfy which could reasonably be expected to have a Material Adverse Effect cannot be satisfied on or prior to the appropriate stage in the development, construction or operation of the ProjectProjects.