Disqualified Competitor definition
Disqualified Competitor means any direct competitor of the Borrower or its Subsidiaries as may be mutually agreed to by the Arranger and the Borrower, in each case, identified in writing to the Administrative Agent on or prior to the Closing Date; provided, that after the Closing Date, the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be permitted to supplement such list of competitors (such list, as so supplemented from time to time, the “Disqualified Competitor List”) in the Compliance Certificate; provided, further that any changes to the Disqualified Competitor List shall become effective two (2) Business Days after Administrative Agent’s receipt thereof; provided however, that “Disqualified Competitor” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Competitor” by written notice delivered to the Administrative Agent and the Lenders from time to time.
Disqualified Competitor means any direct competitor of the Borrowers or their Subsidiaries as may be mutually agreed to by the Sole Lead Arranger and the Borrowers, in each case, identified in writing to the Administrative Agent on or prior to the Closing Date; provided, that after the Closing Date, the Borrowers, with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be permitted to supplement such list of competitors (such list, as so supplemented from time to time, the “Disqualified Competitor List”) in the Compliance Certificate.
Disqualified Competitor shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Competitor” by written notice delivered to the Administrative Agent from time to time in accordance with Section 13.1.
Examples of Disqualified Competitor in a sentence
Upon request by any Lender to the Administrative Agent or the Borrower, as the case may be, the Administrative Agent or the Borrower, as the case may be, shall provide such Lender with a copy of the Disqualified Competitor List.
Notwithstanding anything herein to the contrary, unless a Potential Default or an Event of Default has occurred and is continuing, no assignment, transfer or participation may be made to a Disqualified Competitor absent the prior written consent of MAC (which consent may be made in its sole and absolute discretion).
The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the Disqualified Competitor List provided by the Borrower and any updates thereto from time to time on the Platform, including that portion of the Platform that is designated for “public side” Lenders or (B) provide the Disqualified Competitor List to each Lender requesting the same.
No assignment shall be made to any Person that was a Disqualified Competitor as of the date (the “Trade Date”) on which the applicable Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment as otherwise contemplated by this Section 11.06, in which case such Person will not be considered a Disqualified Competitor for the purpose of such assignment).
Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any other Lender or Participant or prospective Lender or Participant is a Disqualified Competitor or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, by any other Person to any Disqualified Competitor.
More Definitions of Disqualified Competitor
Disqualified Competitor means (a) a Competitor which is specifically identified by the Borrower to the Administrative Agent in writing and delivered in accordance with Section 13.1 hereof prior to the Effective Date, and (b) any other Person that is reasonably determined by the Borrower to be such a Competitor and which is specifically identified in a written supplement to the list of “Disqualified Competitors” from time to time after the Effective Date and consented to in writing by the Administrative Agent, such consent not to be unreasonably withheld or delayed, which supplement shall become effective three (3) Business Days after delivery thereof to the Administrative Agent (for distribution to the Lenders) in accordance with Section 13.1 (such list of Disqualified Competitors provided by the Borrower under clause (a) above, as it may be updated from time to time in accordance with clause (b) above, the “DQ List”), provided that no Person that is already a Lender or Participant at the time of such identification by the Borrower to the Administrative Agent shall be deemed a Disqualified Competitor. It is understood and agreed that (i) any supplement to the list of Persons that are Disqualified Competitors contemplated by the foregoing clause (b) shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans (but solely with respect to such Loans), (ii) the Borrower’s failure to deliver such list (or supplement thereto) in accordance with Section 13.1 shall render such list (or supplement) not received and not effective and (iii) “Disqualified Competitor” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Competitor” by written notice delivered to the Administrative Agent from time to time in accordance with Section 13.1. "“Dollars"” and "“$"” shall mean the lawful currency of the United States of America. 12
Disqualified Competitor means any direct competitor of the Borrowers or their Subsidiaries as may be mutually agreed to by the Sole Lead Arranger and the Borrowers, in each case, identified in writing to the Administrative Agent on or prior to the Initial Closing Date; provided, that after the Initial Closing Date, the Borrowers, with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be permitted to supplement such list of competitors (such list, as so supplemented from time to time, the “Disqualified Competitor List”) in the Compliance Certificate.
Disqualified Competitor by written notice delivered to the Administrative Agent from time to time in accordance with Section 9.01. “Dollars” or “$” refers to lawful money of the United States of America. “Domestic Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the United States of America. “DQ List” has the meaning assigned to such term in Section 9.04(e)(iv). “EBITDA” means, for any period, net income (or net loss) plus the sum of (a) interest expense, (b) income tax expense, (c) depreciation expense (d) amortization expense, (e) other non-cash charges (less unusual or non-recurring non-cash income or gains), (f) any extraordinary, non-recurring or unusual fees, expenses or other charges incurred in connection with any acquisition or merger consummated by the Borrower or a Subsidiary (including the issuance or repayment of Debt related to such acquisition or merger), and any corporate reorganization and integration activities which are related to such acquisition or merger, in each case determined in accordance with GAAP for such period, and (g) charges and expenses incurred in connection with the Borrower’s efficiency initiatives, which includes but is not limited to, costs and expenses in connection with discontinued operations, retention, severance and related employee benefits, systems establishment costs, excess pension charges, contract termination costs, costs to close and/or consolidate facilities and relocate employees, integration costs, other business optimization costs and costs associated with establishing new facilities or reserves deducted (and not added back) not exceeding $200,000,000 in the aggregate, provided that the aggregate amount available to be added back pursuant to this clause (g) shall not exceed $200,000,000 during the term of this Agreement. For the
Disqualified Competitor has the meaning assigned to such term in the definition of “Disqualified Institution”.
Disqualified Competitor by written notice delivered to the Administrative Agent from time to time in accordance with Section 13.1. "“Dollars"” and "“$"” shall mean the lawful currency of the United States of America. 12
Disqualified Competitor means, on any date, any Person that is a Competitor, which Person is either listed in Schedule 1.1(b) or has been designated by the Borrower as a “Disqualified Competitor” by written notice to the Administrative Agent (which such notice shall specify such Person by exact legal name) and the Lenders (including by posting such notice to the Platform) not less than five (5) Business Days prior to such date; provided that “Disqualified Competitors” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Competitor” by written notice delivered to the Administrative Agent from time to time; provided further that any bona fide debt fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business which is managed, sponsored or advised by any Person Controlling, Controlled by or under common Control with such Competitor or its Controlling owner and for which no personnel involved with the competitive activities of such Competitor or Controlling owner (a) makes any investment decisions for such debt fund or (b) has access to any confidential information (other than publicly available information) relating to the Borrower and its Subsidiaries shall be deemed not to be a Competitor of the Borrower or any of its Subsidiaries.
Disqualified Competitor means (a) Persons that are specifically identified by the Borrower to the Administrative Agent as Competitors in writing prior to the Closing Date, (b) any Person that is reasonably determined by the Borrower after the Closing Date to be a Competitor of the Borrower or its Subsidiaries and which is specifically identified in a written supplement to the list of “Disqualified Competitor”, which supplement shall become effective three (3) Business Days after delivery thereof to the Administrative Agent and the Lenders in accordance with Section 8.01 and (c) in the case of the foregoing clauses (a) and (b), any of such entities’ Affiliates to the extent such Affiliates (x) are clearly identifiable as Affiliates of such Persons based solely on the similarity of such Affiliates’ and such Persons’ names and (y) are not bona fide debt investment funds. It is understood and agreed that (i) any supplement to the list of Persons that are Disqualified Competitors contemplated by the foregoing clause (b) shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Revolving Advances (but solely with respect to such Revolving Advances), (ii) the Administrative Agent shall have no responsibility or liability to determine or monitor whether any Lender or potential Lender is a Disqualified Competitor, (iii) the Borrower’s failure to deliver such list (or supplement thereto) in accordance with Section 8.01 shall render such list (or supplement) not received and not effective and (iv) “Disqualified Competitor” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Competitor” by written notice delivered to the Administrative Agent from time to time in accordance with Section 8.01.