Downgrade or Withdrawal of Party as Rating by Sp Sample Clauses

Downgrade or Withdrawal of Party as Rating by Sp. For the period commencing on the date hereof and ending on, but excluding, the first Election Date (if applicable), the “S&P Option 4” ratings criteria shall apply to Party A and the “S&P Option 3” ratings criteria and the “S&P Option 1” ratings criteria shall not apply. Provided that the Election Conditions Precedent is satisfied, Party A may provide notice to Party B, the Bond Trustee and to S&P that it has elected that the “S&P Option 3” ratings criteria or the “S&P Option 1” ratings criteria will apply to Party A and the “S&P Option 4” ratings criteria will no longer be applicable. Such notice shall set out the effective date of such election (the “Election Date”) which date shall be at least one Local Business Day following the effective date of such notice. Provided that the Election Conditions Precedent continue to be satisfied on an Election Date, the option (S&P Option 1 or S&P Option 3) as set out in an election notice shall then apply on and from such Election Date up to but excluding the next Election Date, if applicable. If S&P Option 3 was selected on the first Election Date, provided that the Election Conditions Precedent are satisfied, Party A may at any time after the first Election Date, provide notice (which notice shall set out the Election Date which shall be at least one Local Business Day following the effective date of such notice) to Party B, the Bond Trustee and to S&P that it has elected that S&P Option 1 hereunder shall apply instead of S&P Option 3; and S&P Option 1 shall then apply on and from the specified Election Date provided that the Election Conditions Precedent continue to be satisfied on such Election Date. For purposes hereof, the “Election Conditions Precedent” shall mean that (x) Party A is not a Defaulting Party or an Affected Party under this Agreement, (y) the effect of an election hereunder will not result in the occurrence of a Subsequent Ratings Event caused by a failure to be rated the specified rating by S&P, and (z) the Election Date occurs within 30 calendar days (if S&P Option 4 is in effect) or 60 calendar days (if S&P Option 3 is in effect) of the occurrence of an Initial Rating Event caused by a failure to be rated the specified rating by S&P.
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Downgrade or Withdrawal of Party as Rating by Sp 
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Related to Downgrade or Withdrawal of Party as Rating by Sp

  • Withdrawal of Partners (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’ prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest.

  • Withdrawal from Agreement A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days’ prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand.

  • Withdrawal of General Partner (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s).

  • Required Ratings The Offered Certificates shall have received Required Ratings of at least [ ] from [ ].

  • Cooperation with Rating Agencies If the ratings provided with respect to the Publicly Registered Notes by the rating agency or agencies that initially rate the Publicly Registered Notes are conditional upon the furnishing of documents or the taking of any other actions by the Depositor, to furnish such documents and take any such other actions.

  • Withdrawal or Removal of Partners Section 11.1 Withdrawal of the General Partner.

  • Notice to Rating Agencies The Trustee shall use its best efforts promptly to provide notice to the Rating Agencies with respect to each of the following of which it has actual knowledge:

  • Suspension of Covenants on Achievement of Investment Grade Status If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then the Issuer shall notify the Trustee of these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following sections will not apply to the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.21, Section 4.24 and Section 5.03(a)(3) and any related default provision of this Indenture will cease to be effective and will not be applicable to the Issuer and the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Issuer properly taken during the continuance of the Suspension Event, and Section 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Issuer’s option, as having been Incurred pursuant to Section 4.04(a) or Section 4.04(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred under Section 4.04(a) or Section 4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.04(b)(4)(a). The Issuer shall give the Trustee written notice of any Suspension Event and in any event not later than five (5) Business Days after such Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. Absent such written notice the Trustee shall be entitled to assume that no Suspension Event or the occurrence of any Reversion Date has occurred.

  • Second Rating Trigger Replacement If (A) a Required Ratings Downgrade Event has occurred and been continuing for 30 or more Local Business Days and (B) (i) at least one Eligible Replacement has made a Firm Offer to be the transferee of all of Party A's rights and obligations under this Agreement (and such Firm Offer remains an offer that will become legally binding upon such Eligible Replacement upon acceptance by the offeree) and/or (ii) an Eligible Guarantor has made a Firm Offer to provide an Eligible Guarantee (and such Firm Offer remains an offer that will become legally binding upon such Eligible Guarantor immediately upon acceptance by the offeree), then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event.

  • Rescission and Withdrawal Right Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

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