Parent Covenant. Parent covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until all Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders shall otherwise consent in writing, (a) Parent will not (and will not cause or permit any Intermediate Parent to) create, incur, assume or permit to exist any Lien (other than Liens of a type described in Sections 6.02(d), (e) or (k)) on any of the Equity Interests issued by Casino, S&F Holdings or Borrower Holdco other than the Liens created under the Loan Documents, the ABL Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term Debt, Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q) or (u) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), and any Permitted Refinancing Indebtedness in respect of any of the foregoing, and non-consensual Liens arising by operation of law, (b) Parent shall (and except as otherwise permitted below, shall cause each Intermediate Parent to) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided that so long as no Event of Default exists or would result therefrom, Parent may merge with any other person, (c) Parent will, and will cause each Intermediate Parent to, otherwise maintain their passive holding company status; provided that notwithstanding the foregoing, Parent and each Intermediate Parent shall be permitted to be a borrower or issuer of any Indebtedness permitted under this Agreement, a Loan Party of any Indebtedness permitted under this Agreement, grant liens in connection with the foregoing except as prevented by clause (a) above, and take all other actions permitted or required under the Loan Documents, the ABL Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term Debt or Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q), (u) or (x) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), and any Permitted Refinancing Ind...
Parent Covenant. Any shares held by the Parent in the Company and any intergroup credit balances owed to the Parent by an Obligor shall be:
Parent Covenant. Parent hereby agrees to cause the GE Entities and Splitco (following the Closing) and their permitted assigns and their respective successors to timely comply with and perform all of such GE Entities’ and Splitco’s obligations under this Agreement and the Ancillary Agreements. In the event that either GE Entity or Splitco (following the Closing) is for any reason incapable of complying with and performing its respective obligations under this Agreement in a timely manner, Parent will comply with and perform such obligation or cause another of its Subsidiaries as designated by Parent to comply with and perform such obligations.
Parent Covenant. By execution hereof, Parent covenants and agrees (i) to cause Manager to operate the Companies' Systems and businesses in compliance with the Loan Documents, (ii) to cause all payments under the Roaming Agreements to be paid directly to Borrower, and (iii) in the event any payments under the Roaming Agreements are received by Parent, to immediately contribute such payments to Borrower as a capital contribution.
Parent Covenant. Parent hereby covenants and agrees that at any meeting of stockholders held to consider a proposal to increase the authorized capital stock of the Company (or any written consent solicited therefor), Parent will vote all of the Company's shares held by it in favor of such proposal if the Company's board of directors recommends that stockholders vote in favor of such proposal.
Parent Covenant. The Parent shall not (i)(x) perform any services or activities, or make any cash payments for the performance of any services or activities, other than those services and activities described in the definition of “Corporate Overhead” or reasonably related thereto, or (y) perform any services or activities, or make any cash payments for the performance of any services or activities that are ordinarily performed or paid for by an operating company, (ii) engage in any trade or business, (iii) own any assets, (iv) directly or indirectly, beneficially or otherwise, hold or own (whether pursuant to an Asset Swap or otherwise) any Capital Stock or other securities of any Person, (v) issue or incur any Indebtedness or (vi) effect any Equity Issuances, except that the Parent may:
Parent Covenant. Parent hereby represents and covenants to each Holder of the Securities and the Trustee that it will either assume or cause the Company to comply with all of the Company's obligations under the Registration Rights Agreement from and after the Effective Time, except that all obligations under the Registration Rights Agreement to register Company common stock shall be obligations of Parent to register Common Stock.
Parent Covenant. Notwithstanding anything to the contrary herein, Parent will not incur any Debt or Liens or engage in any activities or consummate any transactions (including, without limitation, any merger, amalgamation, consolidation, dissolution, liquidation, wind-up, Restricted Payments, Investments or Dispositions) and will not conduct, transact or otherwise engage in any business or operations, in each case, other than:
Parent Covenant. Parent hereby agrees to take all actions necessary to cause the Buyer to perform and comply with its obligations under this Agreement. [The remainder of this page is intentionally left blank.]
Parent Covenant. Parent hereby unconditionally guarantees the performance by Owner of all of its obligations under this Agreement and the other Hotel Agreements and undertakes to perform all acts and make all payments required of Owner pursuant to this Agreement and the other Hotel Agreements if Owner should fail to do so. Parent hereby waives any defences that it might otherwise be entitled to assert at law or at equity in respect of this covenant that might arise by virtue of any change of name or status of Owner, or any passage of time or waiver of rights as against Owner given by Operator.
