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 ...
Suspension of Certain Covenants. (a) Following the first day: (1) the Notes have achieved Investment Grade Status; and (2) no Default or Event of Default has occurred and is continuing under this Indenture, then, beginning on that day and continuing until the Reversion Date (as defined below), the Issuer and its Restricted Subsidiaries will not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and 4.1(a)(3) (collectively, the “Suspended Covenants”).
(b) If at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.”
(c) On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 3.2(a) or one of the clauses set forth in Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 3.2(a) or (b), such Indebtedness wil...
Suspension of Certain Covenants. (a) If, on any date following the date of this Indenture, the Notes have a rating of Investment Grade from both of the Rating Agencies and no Default has occurred and is continuing (a “Suspension Event”), then, beginning on that day and continuing until such time, if any, at which the Notes cease to have a rating of Investment Grade from either of the Rating Agencies, the following provisions of this Indenture will be suspended:
(1) Section 4.05;
(2) Section 4.06;
(3) Section 4.08;
(4) Section 4.09;
(5) Section 4.10;
(6) Section 4.11; and
(7) Section 4.13.
(b) During any period that the foregoing covenants have been suspended, the Board of Directors may not designate any Restricted Subsidiary as an Unrestricted Subsidiary pursuant to Section 4.17 or the definition of “Unrestricted Subsidiary.”
(c) Such covenants will be reinstituted and apply according to their terms as of and from the first day on which a Suspension Event ceases to be in effect. Such covenants will not, however, be of any effect with regard to actions of the Company or any Restricted Subsidiary properly taken in compliance with the provisions of this Indenture during the continuance of the Suspension Event, and following reinstatement the calculations under the covenant summarized under Section 4.06 will be made as if such covenant had 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 that covenant was suspended.
Suspension of Certain Covenants. (a) Following the first day (the “Suspension Date”) that:
(1) the Notes have an Investment Grade Rating from two of the Rating Agencies; and
(2) no Default has occurred and is continuing hereunder, the Subsidiary Guarantees will be automatically and unconditionally released and discharged and the Company and its Restricted Subsidiaries shall not be subject to the covenants in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.15, 4.16 and clause (4) of Section 5.01(a) (collectively, the “Suspended Covenants”). If at any time following a Suspension Date the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency such that the Notes do not have an Investment Grade Rating by any two Rating Agencies, then the Suspended Covenants will thereafter be reinstated (such date, the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture with respect to future events, unless and until a subsequent Suspension Date occurs (in which event the Suspended Covenants shall no longer be in effect until a subsequent Reinstatement Date occurs). The period of time between Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.”
Suspension of Certain Covenants. 59 SECTION 4.13.
Suspension of Certain Covenants. In the event that from time to time, after giving effect to the suspension of covenants and the event of default provided for in this Section 5.20, the Third Priority Fixed Rate Notes and the Third Priority Floating Rate Notes are rated Baa3 or better by Xxxxx'x and BBB- or better by S&P, then the covenants contained in Section 5.4 (Restricted Payments), Section 5.5 (Dividend and Other Payment Restrictions Affecting Subsidiaries), Section 5.6 (Incurrence of Indebtedness and Issuance of Preferred Equity), Section 5.10 (Business Activities), Section 5.15 (Deposit of Revenues) and Section 7.1(j) shall be suspended. In the event that, at any time, neither the Third Priority Fixed Rate Notes nor the Third Priority Floating Rate Notes are rated Baa3 or better by Xxxxx'x and BBB- or better by S&P, the covenants and event of default contained in such Sections shall be reinstated.
Suspension of Certain Covenants. The parties hereto hereby agree that the covenants of the parties contained in Sections 5.10(a), (b)(iii) and (c) and 5.11(a), (b)(iii) and (c) of the Merger Agreement shall be suspended and shall be of no force or effect during the period (the "Suspension Period") beginning upon the execution and delivery of this Amendment No. 1 and ending at 9:00 A.M., New York City time, on Tuesday, October 5, 1999; provided, that Section 5.10(b)(iii) is suspended during such period only to the extent necessary for Cyprus to enter into any confidentiality agreement related to any Cyprus Takeover Proposal and provided that Section 5.11(b)(iii) is suspended during such period only to the extent necessary for ASARCO to enter into any confidentiality agreement related to any ASARCO Takeover Proposal.
Suspension of Certain Covenants. (a) Following the first day (the “Suspension Date”) that:
(1) the Securities have an Investment Grade Rating from both of the Rating Agencies, and the Company has delivered written notice of such Investment Grade Ratings to the Trustee, and
(2) no Default has occurred and is continuing hereunder, the Company and the Restricted Subsidiaries will not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and Section 5.01(a)(4) (collectively, the “Suspended Covenants”).
Suspension of Certain Covenants. Following the first day (the “Suspension Date”) that (a) the Notes have Investment Grade Ratings from both Rating Agencies and (b) no Default or Event of Default has occurred and is continuing, the Parent and the Restricted Subsidiaries will not be subject to the following provisions of this Indenture: • Section 4.10, • Section 4.11, • Section 4.13, • Section 4.14, • Section 4.15, • Section 4.16,
Suspension of Certain Covenants. During any period of time that the Notes have Investment Grade Ratings from the Required Rating Agencies, the Company and the Restricted Subsidiaries shall not be subject to Sections 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.18, 5.01(a)(3) and 5.01(b) hereof (collectively, the “Suspended Covenants”). In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time pursuant to this Section 4.21 and, subsequently, a Required Rating Agency withdraws its rating or downgrades the rating assigned to the Notes so that the Notes no longer have Investment Grade Ratings from the Required Rating Agencies, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to any incurrences, actions or other events undertaken by the Company or any Restricted Subsidiary from that time forward, and compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal or downgrade shall be calculated in accordance with the terms of Section 4.12 hereof as though such covenant had been in effect during the entire period of time from the Issue Date.
