OpCo Entity definition
Examples of OpCo Entity in a sentence
All Tax sharing, indemnification and similar agreements, written or unwritten, as between OpCo or an OpCo Entity, on the one hand, and GLPI or a GLPI Entity, on the other (other than this Agreement or any other Transaction Document), shall be or shall have been terminated no later than the Effective Time and, after the Effective Time, none of OpCo or an OpCo Entity, or GLPI or a GLPI Entity shall have any further rights or obligations under any such Tax sharing, indemnification or similar agreement.
This MASTER LEASE (the “Master Lease”) is entered into as of , by and among [Pinnacle Entertainment, Inc.] (together with its permitted successors and assigns, “Landlord”), and [Pinnacle Entertainment OpCo Entity] (together with its permitted successors and assigns, “Tenant”).
Administrative Agent and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by such Loan Party to give such notice and Administrative Agent and the Lenders shall not have any liability to Borrower or other Loan Party, any OpCo Entity, any JV Holdco or any Secured Joint Venture on account of any action taken or not taken by Administrative Agent or any Lender in reliance upon such telephonic or facsimile notice.
After the indefeasible payment in full of the Loans and the satisfaction of any other Obligations, each Guarantor shall be entitled to exercise against the Loan Parties, any other guarantor of the Obligations, any JV Holdco, any Secured Joint Venture or any OpCo Entity all such rights of reimbursement, subrogation, contribution, and offset, and all such other claims, to the fullest extent permitted by law.
Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of the Loan Parties, any JV Holdco, any Secured Joint Venture or any OpCo Entity shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender.
Neither any of the Loan Parties, any OpCo Entity, any JV Holdco or any Secured Joint Venture, nor, to the knowledge of the Borrower, any director, officer, agent or employee of any such Person, is currently the subject of Sanctions.
The MLP shall not and shall not permit any Restricted Subsidiary or, to the extent of its MLP Power, any OpCo Entity, any JV Holdco or any Secured Joint Venture, to modify or amend its Organization Documents in any manner reasonably determined by the MLP to be materially adverse to the interests of the Lenders without the prior written consent of the Administrative Agent.
This Agreement, the Notes, the Security Documents, and the other Loan Documents shall be governed by, construed and interpreted in accordance with, the laws of the State of Texas, except (i) to the extent that federal laws of the United States apply and (ii) that mortgages encumbering real property and fixtures of any OpCo Entity in the Commonwealth of Pennsylvania are governed by the laws of such Commonwealth.
The organizational chart set forth on Schedule 6.01 is a true and correct representation of the structure and ownership of each of the Loan Parties, each OpCo Entity, each JV Holdco and each Secured Joint Venture and their respective Subsidiaries as of the Initial Availability Date (after giving effect to the Initial OpCo LP Interest Drop-Down).
Other than as set forth on Schedule 6.22 or as otherwise disclosed to Administrative Agent from time to time, to the knowledge of each Loan Party or OpCo Entity, as applicable, the Midstream Assets owned by the Loan Parties and the OpCo Entities do not include any Buildings or Mobile Homes located in a special flood hazard area.