Drop Down Event definition

Drop Down Event means an acquisition by the Partnership or one of its Affiliates from Arclight Energy Partners Fund V, L.P. or one of its Affiliates of assets or equity in a Person or Persons for a purchase price in excess of $100 million.
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Drop Down Event means any of the following events listed in subparagraphs 1-4 below:
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Examples of Drop Down Event in a sentence

  • Subsection III.C. is replaced with the following:Maintenance of Underlying Insurance – As a condition precedent to coverage under this policy, the Policyholder agrees to maintain the Underlying Insurance during the Policy Period in full effect with solvent insurers; provided such condition shall not apply to a Drop Down Event occurring during the Policy Period.

  • The Insurer shall have the right and shall be given the opportunity to associate with the Insureds, the Company and the insurer of any Underlying Insurance in the investigation, settlement or defense of any Claim against any Insureds even if the Underlying Insurance has not been exhausted or there has not been any Drop Down Event.

  • If there is a Drop Down Event, this Policy shall drop down under Insuring Clause I.A.2. to the attachment point of such other insurer and will pay Non-Indemnified Loss on behalf of the Insureds up to the Limit of Liability set forth in Item 3.

  • The following Section is added to the Policy: DEFINITIONS Drop Down Event means that a state insurance commissioner has taken legal action against an insurer of the Underlying Insurance after inception of the Policy Period to place such insurer into conservatorship, rehabilitation, or liquidation.

  • If the Underlying Insurance is not so maintained, for any reason other than a Drop Down Event, the Insurer shall not be liable under this Policy to any greater extent than it would have been had such Underlying Insurance been so maintained.

  • Remember that campus and/or site orientations should be adapted to accommodate variations among SL modules, academic departments and placement centres.

  • Nothing in this Section XI shall be construed to preclude this policy from responding to a Drop Down Event in accordance with the terms and conditions of this policy.

  • INSURING CLAUSE:Notwithstanding Subsection I.B., the Underwriter shall provide the Policyholder with coverage during the Policy Period excess of the Underlying Insurance in the event of a Drop Down Event.

  • At any time after January 1, 2016, in connection with the consummation of a Drop Down Event (as defined below) the Partnership may exercise the right (the “Call Right”), but shall have no obligation, to require the holder or holders of the Series A-2 Convertible Preferred Units (the “Series A-2 Holders”) to sell, assign and transfer all or a portion of the then outstanding Series A-2 Convertible Preferred Units to the Partnership in accordance with this Section 5.12(c).

Related to Drop Down Event

  • Book-Down Event means an event that triggers a negative adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Step-Down Date The earliest of the Distribution Date in [MONTH/YEAR] or any succeeding Distribution Date on which the following conditions are satisfied as of the last day of the month preceding such Distribution Date:

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • Load Reduction Event means a reduction in demand by a Member or Special Member for the purpose of participating in the PJM Interchange Energy Market.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Liquidity Event of Default with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility.

  • Reduction Event means any of the following:

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.

  • Put Event means the occurrence of any of the following:

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Notification Event means (a) the occurrence of a “reportable event” described in Section 4043 of ERISA for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party or ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete withdrawal of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12), (h) any event or condition that results in the reorganization or insolvency of a Multiemployer Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (j) any Pension Plan being in “at risk status” within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being in “endangered status” or “critical status” within the meaning of IRC Section 432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning of Title IV of ERISA, (l) with respect to any Pension Plan, any Loan Party or ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) an “accumulated funding deficiency” within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) with respect to any Pension Plan or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (p) any event that results in or could reasonably be expected to result in a liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or could reasonably be expected to result in a liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section 401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days.

  • Dissolution Event has the meaning set forth in Section 6.1.

  • Deemed Liquidation Event means: (i) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

  • Flip-in Event means a transaction in or pursuant to which any Person becomes an Acquiring Person;

  • Triggering Event of Default means (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (vii) of the definition of Special Servicing Loan Event)).

  • Company Event of Default bears the meaning ascribed thereto in Section 13.1; “Company Notice of Default” bears the meaning ascribed thereto in Section 13.2;

  • Application Event means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • Liquidation Event With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from REMIC I by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from REMIC I by reason of its being purchased pursuant to Section 9.01.

  • Termination Event means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

  • Flip-Over Event means any event described in clause (x), (y) or (z) of Section 13(a) hereof.

  • PTC Event of Default means, with respect to each Trust Agreement, the failure to pay within 10 Business Days after the due date thereof: (i) the outstanding Pool Balance of the applicable Class of Certificates on the Final Legal Distribution Date for such Class or (ii) interest due on such Certificates on any Distribution Date (unless the Subordination Agent shall have made an Interest Drawing or a withdrawal from the Cash Collateral Account relating to a Liquidity Facility for such Class, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee entitled thereto).

  • Benchmark Transition Event means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  • Knock-out Event means the event as defined in §4(4).

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).