Bid Disqualification Condition definition

Bid Disqualification Condition means, with respect to any bid submitted by any third party on any date, in the Calculation Agent’s commercially reasonable judgment:
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Bid Disqualification Condition means that Buyer shall be entitled to disregard as invalid any Independent Bid submitted by any Independent Dealer if, in Buyer’s good faith judgment: (i) such Independent Dealer is ineligible to accept assignment or transfer of the relevant Pledged Obligation or portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for such Pledged Obligation, as reasonably determined by Buyer; or (ii) such firm bid or such firm offer is not bona fide due to the insolvency of the Independent Dealer or that, as of the relevant date of determination, the Buyer determines in good faith that such Independent Dealer is in default under purchase contracts for assets similar to the Pledged Obligations in an aggregate amount in excess of USD 250,000,000. The foregoing will not operate in derogation of the obligation to make additional incremental Margin Transfers in respect of any later demands. The JPMCB Determined Price or Dispute Determined Price for any Pledged Obligation that is under contract to be sold by the CLO Issuer will not exceed the sales price to be received by the CLO Issuer under the relevant sale contract. It is understood and agreed that the definition of “Market Value” set forth above is not intended to and does not track the definition of “Market Value” set forth in the CLO Indenture. No Substitution: In accordance with paragraph 8(a) of the Master Agreement, substitution is at Buyer’s sole discretion. Additional Event of Default: In addition to the Events of Default specified in the Master Agreement, the following shall also constitute an Event of Default (as to which Seller will be the Defaulting Party) for so long as any Series Transaction under this Confirmation is outstanding: (x) Any CLO Event of Default shall have occurred and be continuing, (y) the occurrence of “cause” under the Collateral Management Agreement (as defined in the CLO Indenture), or (z) a breach of any of the covenants contained in Section 9(j) of Seller’s LLC Agreement shall have occurred and be continuing and, in either case of (x), (y) or (z), the non-Defaulting Party serves a notice on the Defaulting Party. For purposes of the foregoing, the Seller will be the Defaulting Party and the Buyer will be the non-Defaulting Party.
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Bid Disqualification Condition means, with respect to a Firm Bid or a dealer in respect thereof, (1) either (x) such dealer is ineligible to accept assignment or transfer of such Collateral Obligation or (y) such dealer would not, through the exercise of its commercially reasonable efforts, be able to obtain any consent required under any agreement or instrument governing or otherwise relating to such Collateral Obligation to the assignment or transfer of such Collateral Obligation to it; or (2) such Firm Bid is not bona fide, including, without limitation, due to (x) the insolvency of the dealer or (y) the inability, failure or refusal of the dealer to settle the purchase of such Collateral Obligation or otherwise settle transactions in the relevant market or perform its obligations generally.
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Examples of Bid Disqualification Condition in a sentence

  • With respect to a Collateral Obligation, a binding, irrevocable bid for value for such Collateral Obligation from a dealer or the Collateral Manager to purchase such Collateral Obligation, for which the trust officer of the Trustee has not received written notice that such bid is subject to a Bid Disqualification Condition.

  • With respect to a Collateral Obligation, a binding, irrevocable bid for value for such Collateral Obligation from a dealer to purchase such Collateral Obligation, which bid shall not be subject to a Bid Disqualification Condition.

  • With respect to a Collateral Obligation, a binding, irrevocable bid for value for such Collateral Obligation from a dealer or the Collateral Manager to purchase such CollateralObligation, for which the trust officer of the Trustee has not received written notice that such bid is subject to a Bid Disqualification Condition.

  • With respect to a Collateral Obligation, a binding, irrevocable bid forvalue for such Collateral Obligation from a dealer to purchase such Collateral Obligation, which bid shall not be subject to a Bid Disqualification Condition.

  • With respect to a Collateral Obligation, a binding, irrevocable bid for value for such Collateral Obligation from a dealer or the Collateral Manager (or an account or fund managed by the Collateral Manager) to purchase such Collateral Obligation, as to which theCollateral Manager has certified to the Issuer and the Trustee that such bid is not subject to a Bid Disqualification Condition.

  • With respect to a Collateral Obligation, a binding, irrevocable bid for value for such Collateral Obligation from a dealer (or other Person permitted to bid pursuant to this Indenture) to purchase such Collateral Obligation, for which the responsible officer of the Trustee has not received written notice that such bid is subject to a Bid Disqualification Condition.

  • With respect to a Collateral Obligation, a binding, irrevocable bid for value for such Collateral Obligation from a dealer to purchase such Collateral Obligation, for which a Trust Officer of the Trustee has not received written notice from the Collateral Manager and/or a Majority of the Subordinated Notes that such bid is subject to a Bid Disqualification Condition.

  • The Trustee will not have any liability for effecting any such sale on behalf of the Issuer or for calculating the Market Value in connection therewith or determining if the Collateral Manager is subject to a Bid Disqualification Condition, and shall have no liability for any failure or delay in effecting a sale or liquidation of Collateral Obligations as a result of the exercise or non-exercise of purchase rights by a person as described above.


More Definitions of Bid Disqualification Condition

Bid Disqualification Condition means, with respect to a Firm Bid or the prospective purchaser (or any dealer acting on behalf of such purchaser) in respect thereof, (1) either (x) such purchaser is ineligible to accept assignment or transfer of such Underlying Asset or (y) such purchaser would not, through the exercise of its commercially reasonable efforts, be able to obtain any consent required under any agreement or instrument governing or otherwise relating to such Underlying Asset to the assignment or transfer of such Underlying Asset to it; or (2) such Firm Bid is not bona fide, including, without limitation, due to (x) the insolvency of the purchaser or (y) the inability, failure or refusal of the purchaser to settle the purchase of such Underlying Asset or otherwise settle transactions in the relevant market or perform its obligations generally.
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Bid Disqualification Condition. With respect to a Firm Bid, a dealer or the Collateral Manager in respect thereof, as determined by the Collateral Manager in reference to a dealer, (1) either (x) such dealer or the Collateral Manager is ineligible to accept assignment or transfer of such Collateral Obligation or (y) such dealer or the Collateral Manager would not, through the exercise of its commercially reasonable efforts, be able to obtain any consent required under any agreement or instrument governing or otherwise relating to such Collateral Obligation to the assignment or transfer of such Collateral Obligation to it; or (2) such Firm Bid is not bona fide, including, without limitation, due to (x) the insolvency of the dealer or the Collateral Manager or (y) the inability, failure or refusal of the dealer or the Collateral Manager to settle the purchase of such Collateral Obligation or otherwise settle transactions in the relevant market or perform its obligations generally.
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Bid Disqualification Condition. As determined in good faith by the Trustee, (1) either (x) such dealer is ineligible to accept assignment or transfer of such Collateral Obligation or (y) such dealer would not, through the exercise of its commercially reasonable efforts, be able to obtain any consent required under any agreement or instrument governing or otherwise relating to such Collateral Obligation to the assignment or transfer of such Collateral Obligation to it; or (2) such firm bid is not bona fide, including, without limitation, due to (x) the insolvency of the dealer or (y) the inability, failure or refusal of the dealer to settle the purchase of such Collateral Obligation or otherwise settle transactions in the relevant market or perform its obligations generally.
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Bid Disqualification Condition means that Buyer shall be entitled to disregard as invalid any Independent Bid
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Bid Disqualification Condition means that Buyer shall be entitled to disregard as invalid any Independent Bid submitted by any Independent Dealer if, in Buyer’s good faith judgment: (i) such Independent Dealer is ineligible to accept assignment or transfer of the relevant Pledged Obligation or portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for such Pledged Obligation, as reasonably determined by Buyer; or (ii) such firm bid or such firm offer is not bona fide due to the insolvency of the Independent Dealer or that, as of the relevant date of determination, the Buyer determines in good faith that such Independent Dealer is in default under purchase contracts for assets similar to the Pledged Obligations in an aggregate amount in excess of USD 250,000,000. The foregoing will not operate in derogation of the obligation to make additional incremental Margin Transfers in respect of any later demands. The JPMCB Determined Price or Dispute Determined Price for any Pledged Obligation that is under contract to be sold by the CLO Issuer will not exceed the sales price to be received by the CLO Issuer under the relevant sale contract. It is understood and agreed that the definition of “Market Value” set forth above is not intended to and does not track the definition of “Market Value” set forth in the CLO Indenture.
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Bid Disqualification Condition means, with respect to any bid submitted by any third party on any date, in the Calculation Agent’s commercially reasonable judgment: 11 (a) either (x) such third party is ineligible to accept assignment or transfer of the relevant Collateral Obligation or any portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for such relevant Collateral Obligation, as reasonably determined by the Calculation Agent, or (y) such third party would not, through the exercise of its commercially reasonable ef forts, be able to obtain any consent required under any agreement or instrument governing or otherwise relating to such Collateral Obligation to the assignment or transfer of such Collateral Obligation or such portion thereof , as applicable, to it; (b) such bid is not bona fide, including due to (x) the insolvency of the bidder, (y) the inability, failure or refusal of the bidder to settle the purchase of such Collateral Obligation or any portion thereof, as applicable, or otherwise settle transactions in the relevant market or perform its obligations generally or (z) such bid not accurately reflecting the transfer of the credit risk of such Collateral Obligation through its maturity; or (c) with respect to bids of an Approved Creditworthy Third Party, such bid is subject to any contingency, condition or consideration impacting the value of such bid. “Board of Directors” means, with respect to each Borrower Entity, the directors or managers of such Borrower Entity duly appointed by the members of such Borrower Entity. “Board of Governors” means the Board of Governors of the United States Federal Reserve System. “Bond” means any debt security or other obligation that is not a loan. “Borrower” is def ined in the preamble. “Borrower Entity” means each of the Borrower and each Permitted Additional Subsidiary. “Borrower Order” and “Borrower Request” mean a written order or request (which may be a standing order) dated and signed in the name of the Borrower by an Authorized Off icer of the Borrower or by an Authorized Officer of the Collateral Manager, as the context may require or permit. An order or request provided in an email or other electronic communication by an Authorized Off icer of the Borrower or by an Authorized Officer of the Collateral Manager shall constitute a Borrower Order, except in each case to the extent the Collateral Agent requests otherwise in writing. “Borrower Sale and Contribution...
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Related to Bid Disqualification Condition

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.