Ratings. At Closing Time, the Notes shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “nationally recognized statistical rating organization,” as defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act and as set forth in the Final Term Sheet included in the Disclosure Package, the Company shall have delivered to the Representatives a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the Representatives, confirming that the Notes have such rating. Since the Execution Time, there shall not have occurred a downgrading in the rating assigned to the Notes or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes or any of the Company’s other securities.
Appears in 5 contracts
Samples: Underwriting Agreement (Darden Restaurants Inc), Underwriting Agreement (Darden Restaurants Inc), Underwriting Agreement (Darden Restaurants Inc)
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” " as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Representative a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesRepresentative, confirming that the Notes Underwritten Securities have such rating. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 5 contracts
Samples: Underwriting Agreement (Darden Restaurants Inc), Underwriting Agreement (Darden Restaurants Inc), Underwriting Agreement (Oakwood Homes Corp)
Ratings. At the Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Underwriters a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesUnderwriters, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in in, or withdrawal of, the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 4 contracts
Samples: Underwriting Agreement (Vectren Utility Holdings Inc), Underwriting Agreement (Vectren Utility Holdings Inc), Underwriting Agreement (Vectren Utility Holdings Inc)
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” " as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the Representatives, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review review, with possible negative implications, its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 3 contracts
Samples: Underwriting Agreement (Reckson Associates Realty Corp), Underwriting Agreement (Reckson Operating Partnership Lp), Terms Agreement (Reckson Operating Partnership Lp)
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act and Regulations, as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Representative a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesRepresentative, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in in, or withdrawal of, the rating assigned to the Notes Underwritten Securities or any of the Company’s 's or any Guarantor's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's or any Guarantor's other securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Pseg Power Capital Trust V), Underwriting Agreement (Pseg Energy Resources & Trade LLC)
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” " as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act and Regulations, as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Representative a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesRepresentative, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in in, or withdrawal of, the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Public Service Enterprise Group Inc), Underwriting Agreement (Public Service Enterprise Group Inc)
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” " (as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations) if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the Representatives, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in in, or withdrawal of, the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 2 contracts
Samples: Terms Agreement (Autozone Inc), Underwriting Agreement (Autozone Inc)
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act and Regulations, as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, the Company and PSEG shall have delivered to the Representatives Representative a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesRepresentative, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in in, or withdrawal of, the rating assigned to the Notes Underwritten Securities or any of the Company’s PSEG's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s PSEG's other securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Public Service Enterprise Group Inc), Underwriting Agreement (Public Service Enterprise Group Inc)
Ratings. At the Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Underwriters a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesUnderwriters, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in in, or withdrawal of, the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Xxxxxxx Xxxxx a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesXxxxxxx Xxxxx, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in the rating assigned to the Notes Underwritten Securities, if applicable, or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives a letterMerrxxx Xxxcx x xetter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesMerrxxx Xxxcx, confirming xxnfirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in in, or withdrawal of, the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Ratings. At Closing Time, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives [Lead Underwriter] a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the Representatives[Lead Underwriter], confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in in, or withdrawal of, the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Samples: Underwriting Agreement and Terms Agreement (Kellwood Co)
Ratings. At the Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives ______________ a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the Representatives______________, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review review, with possible negative implications, its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Mxxxxxx Lxxxx a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesMxxxxxx Lxxxx, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in in, or withdrawal of, the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Xxxxxxx Xxxxx a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesXxxxxxx Xxxxx, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in in, or withdrawal of, the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Samples: Underwriting Agreement (Merrill Lynch Depositor Inc)
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” " as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in applicable Terms Agreement, and the Disclosure Package, the Company Operating Partnership shall have delivered to the Representatives First Union a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesFirst Union, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in the rating assigned to the Notes Underwritten Securities or any of the Company’s Operating Partnership's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review review, with possible negative implications, its rating of the Notes Underwritten Securities or any of the Company’s Operating Partnership's other securities.
Appears in 1 contract
Samples: Underwriting Agreement (Reckson Operating Partnership Lp)
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Xxxxxxx Xxxxx a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesXxxxxxx Xxxxx, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” " as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Xxxxxxx Xxxxx a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesXxxxxxx Xxxxx, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review review, with possible negative implications, its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Samples: Underwriting Agreement (Reckson Associates Realty Corp)
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” " as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Xxxxxxx Xxxxx a letter, dated as of such date, from each such rating organization, or other evidence reasonably satisfactory to the RepresentativesXxxxxxx Xxxxx, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review review, with possible negative implications, its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Samples: Underwriting Agreement (Mills Corp)
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives a Merrxxx Xxxcx x letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesMerrxxx Xxxcx, confirming xxnfirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in the rating assigned to the Notes Underwritten Securities, if applicable, or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the Representatives, confirming that the Notes Underwritten Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in in, or withdrawal of, the rating assigned to the Notes Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Securities or any of the Company’s 's other securities.
Appears in 1 contract
Samples: Underwriting Agreement and Terms Agreement (Avaya Inc)
Ratings. At Closing TimeTime and at any relevant Date of Delivery, the Notes Underwritten Debt Securities shall have the ratings accorded as of the date of this Underwriting Agreement to the Company’s outstanding senior debt securities by any “"nationally recognized statistical rating organization,” ", as defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of the Exchange 1933 Act Regulations, if and as set forth specified in the Final Term Sheet included in the Disclosure Packageapplicable Terms Agreement, and the Company shall have delivered to the Representatives Xxxxxxx Xxxxx a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the RepresentativesXxxxxxx Xxxxx, confirming that the Notes Underwritten Debt Securities have such ratingratings. Since the Execution Timetime of execution of such Terms Agreement, there shall not have occurred a downgrading in the rating assigned to the Notes Underwritten Debt Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Notes Underwritten Debt Securities or any of the Company’s 's other securities.
Appears in 1 contract