Common use of No Material Impairment Clause in Contracts

No Material Impairment. Since December 31, 1999, there shall not have occurred any event or circumstance (other than any event or circumstance that has resulted in an increase in the liabilities of Services from December 31, 1999 to the date of the Pre-Closing Balance Sheet) that, individually, or taken together with other facts, circumstances and events, has resulted in, or would be reasonably likely to result in, (i) White Mountains' credit rating (x) by Standard & Poor's Ratings Service ("S&P") falling below the lowest investment grade rating awarded by S&P (which at the date hereof is BBB-) or (y) by ▇▇▇▇▇'▇ Investors Service ("▇▇▇▇▇'▇") falling below the lowest investment grade rating awarded by ▇▇▇▇▇'▇ (which at the time hereof is Baa3), or (ii) a decrease in White Mountains consolidated stockholders' equity, determined in accordance with U.S. generally accepted accounting principles, to less than $500,000,000 (the calculation of which shall include the gain on a sale of the FSA Shares at the per share Merger Consideration less applicable taxes as computed under U.S. generally accepted accounting principles per share (each such event or circumstance a "Downgrade Condition")).

No Material Impairment. Since December 31, 1999, there shall not have occurred any event or circumstance (other than any event or circumstance that has resulted in an increase in the liabilities of Services from December 31, 1999 to the date of the Pre-Closing Balance Sheet) that, individually, or taken together with other facts, circumstances and events, has resulted in, or would be reasonably likely to result in, (i) White Mountains' credit rating (x) by Standard & Poor's Ratings Service ("S&P") falling below the lowest investment grade rating awarded by S&P (which at the date hereof is BBB-) or (y) by ▇▇▇▇▇'▇ Investors Service ("▇▇▇▇▇'▇") falling below the lowest investment grade rating awarded by ▇▇▇▇▇'▇ (which at the time hereof is Baa3), or (ii) a decrease in White Mountains consolidated stockholders' equity, determined in accordance with U.S. generally accepted accounting principles, to less than $500,000,000 (the calculation of which shall include the gain on a sale of the FSA Shares at the per share Merger Consideration less applicable taxes as computed under U.S. generally accepted accounting principles per share (each such event or circumstance a "Downgrade ConditionDOWNGRADE CONDITION")).