Limitation on Applicability of Certain Covenants Sample Clauses

Limitation on Applicability of Certain Covenants. During any period of time that (i) the ratings assigned to the Senior Notes by each of S&P and Xxxxx'x (collectively, the "RATING AGENCIES") are no less than BBB-and Baa3, respectively (the "INVESTMENT GRADE RATINGS"), and (ii) no Default or Event of Default has occurred and is continuing, the Guarantor and its Restricted Subsidiaries (including, without limitation, LGII) will 50 not be subject to the covenants contained in Sections 4.07, 4.08, 4.09, 4.12, 4.13 and 4.14 (collectively, the "SUSPENDED COVENANTS"). If one or both Rating Agencies withdraws its rating or downgrades its Investment Grade Rating, then thereafter the Guarantor and its Restricted Subsidiaries will be subject, on a prospective basis, to the Suspended Covenants (until the Rating Agencies have again assigned Investment Grade Ratings to the Senior Notes) and compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal or downgrade will be calculated in accordance with the covenant contained in Section 4.07 as if such covenant had been in effect at all times after the Measurement Date.
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Limitation on Applicability of Certain Covenants. (a) In the event that the Notes are rated Investment Grade and no Event of Default or Default shall have occurred and be continuing (the occurrence of the foregoing events, being collectively referred to as the "Fall-away Event"), upon the request of the Company, the Company and its Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1013, 1014, paragraph (a) under Section 1016, Sections 1017, 1018, and clauses (3) and (4) under section 801.
Sample 1
Limitation on Applicability of Certain Covenants. Notwithstanding anything to the contrary herein, the covenants set forth in Sections 1006, 1007, 1008, 1009, 1011, and 1012 hereof shall not apply to transactions effected pursuant to and in accordance with the Contingent Payment Agreement and amounts related to such transactions shall not be required to be included in any calculation required by any such covenant. Such transactions include (i) any payment made by the Company or a Restricted Subsidiary, (ii) any assets or property transferred by the Company or a Restricted Subsidiary, (iii) the application of any proceeds received by the Company or any Restricted Subsidiary in connection with any transfer of assets or property made by such Person, (iv) any escrow or segregation of moneys to be paid by the Company or a Restricted Subsidiary, (v) any Investment of such escrowed or segregated moneys by the Company or a Restricted Subsidiary or any other Investment under the Contingent Payment Agreement, (vi) any obligation of the Company or a Restricted Subsidiary to make any such payments or to effect any such escrow or segregation of moneys, (vii) any Indebtedness incurred by the Company or a Restricted Subsidiary that is non-recourse to the assets of the Company, such Restricted Subsidiary or any other Restricted Subsidiary, other than the borrower's interest in Basic Investments, Inc., Victory Valley Land Company, L.P., the Excess Land and/or any other assets or funds held under the Contingent Payment Agreement, and as to which neither the Company nor any Restricted Subsidiary (other than the borrower) provides credit support or is directly or indirectly liable, or (viii) any Lien incurred by the Company or any Restricted Subsidiary in connection with Indebtedness described in clause (vii) above that does not extend to assets of the Company or any Restricted Subsidiary other than such Person's interest in Basic Investments, Inc., Victory Valley Land Company, L.P., the Excess Land and/or any other assets or funds held under the Contingent Payment Agreement.
Sample 1
Limitation on Applicability of Certain Covenants. During any period of time that (1) the rating assigned to the Securities by either of S&P and Moody's (collectively, the "Rating Agencies") is no less than BBB- and Xxx0, respectively (an "Investment Grade Rating"), and (2) no Default or Event of Default has occurred and is continuing, the Company and its Subsidiaries will not be subject to the covenants ("Covenant Suspension") described in Section 4.08, Section 4.09, Section 4.12, Section 4.13, Section 4.14, clause (1)(A) of Section 4.15, and Section 5.01(a)(4) (collectively, the "Suspended Covenants"). If, at any time following a Covenant Suspension, the Securities do not continue to have an Investment Grade Rating from at least one of the Rating Agencies, then the Covenant Suspension will end and the Company and its Subsidiaries will again be subject to the Suspended Covenants (until at least one of the Rating Agencies has again assigned an Investment Grade Rating to the Securities). Compliance with the Suspended Covenants with respect to Restricted Payments made after the time any Covenant Suspension ends will again be calculated in accordance with the covenant described in Section 4.09 of this Indenture as if such covenant had been in effect at all times after the date of this Indenture.
Sample 1
Limitation on Applicability of Certain Covenants. If no Default or Event of Default has occurred and is continuing, after the ratings assigned to the Notes by S&P and Xxxxx'x are equal to or higher than BBB- and Baa3, or the equivalents thereof, respectively (the "Investment Grade Ratings"), and notwithstanding that the Notes may later cease to have an Investment Grade Rating, the Company and the Restricted Subsidiaries shall not be subject to the provisions of Sections 1008, 1009, 1010, 1011, 1013, 1015, 1016 and 801(c). ARTICLE ELEVEN
Sample 1
Limitation on Applicability of Certain Covenants. 44 Section 4.17
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Limitation on Applicability of Certain Covenants. Notwithstanding anything to the contrary herein, the covenants set forth in Sections 7.2.1, 7.2.2, 7.2.3, 7.2.4, 7.2.6, and 7.2.8 hereof with respect to PAAC and its Restricted Subsidiaries (other than a PCIFP Company and its Restricted Subsidiaries) shall not apply to transactions effected pursuant to and in accordance with the Contingent Payment Agreement and amounts related to such transactions shall not be required to be included in any calculation required by any such covenant. Such transactions include (i) any payment made by PAAC or any of its Restricted Subsidiaries (other than a PCIFP Company and its Restricted Subsidiaries), (ii) any assets or property transferred by PAAC or any of its Restricted Subsidiaries (other than a PCIFP Company and its Restricted Subsidiaries), (iii) the application of any proceeds received by PAAC or any of its Restricted Subsidiaries (other than a PCIFP Company and its Restricted Subsidiaries) in connection with
Sample 1
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Limitation on Applicability of Certain Covenants. On or after such time as the Notes reach Investment Grade Status, and notwithstanding that the Notes may later cease to have an Investment Grade Rating from either or both Rating Agencies, the Company and its Subsidiaries will not be subject to the requirements of Sections 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13 and clauses (i) and (ii) of Section 11.01.
Sample 1

Related to Limitation on Applicability of Certain Covenants

  • Waiver of Certain Covenants Except as otherwise specified as contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Sections 3.1(22), 9.1(2), 8.1, 10.4, 10.5, 10.6, 10.7 or 10.8 for the benefit of the Holders of such series if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

  • Applicability of Certain Utah Rules The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall control.

  • Termination of Certain Covenants The covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstanding.

  • Suspension of Certain Covenants If at any time after the Issue Date (i) the Notes are rated Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period).

  • Survival of Certain Provisions The covenants and agreements set forth in Section 4.1, Section 4.2 and Section 5.2 shall survive the Termination of the Company.

  • Breach of Certain Covenants Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, Section 5.2 or Section 6; or

  • Waiver of Certain Laws Each of the Seller and the Servicer agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and each of the Seller and the Servicer, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral marshaled upon any such sale, and agrees that the Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels as the Administrative Agent or such court may determine.

  • Termination of Certain Provisions 46 SECTION 7.14.

  • Specific Performance of Certain Covenants Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 4.13, 4.14, 4.15, 5.3, or 7.7 will cause irreparable injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the other Secured Parties to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 7.5 shall be specifically enforceable against the Grantors.

  • Suspension of Certain Obligations The Company shall not be required to comply with the provisions of subsections (f), (g) or (h) of this Section 4 during any period from the time (i) the Agents shall have suspended solicitation of offers for the purchase of Notes in their capacity as agents pursuant to a request from the Company and (ii) no Agent shall then hold any Notes purchased from the Company as principal, as the case may be, until the time the Company shall determine that solicitation of offers for the purchase of Notes should be resumed or an Agent shall subsequently purchase Notes from the Company as principal.

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