Auction Process Clause Samples

Auction Process a. J.P. ▇▇▇▇▇▇ ▇▇▇urities Inc., in its role as advisor to the Trustee, will be allowed to bid in the auction, but will not be required to do so. b. On the Auction Date, all bids will be due by facsimile to such office as shall be designated by the Trustee by 1:00 p.m. EST; with the winning Qualified Bidders to be notified by 3:00 p.m.

Auction Process. The Selling Parties and Parent acknowledge that (i) this Agreement and the other Transaction Documents are the culmination of an extensive auction process, fair in substance and procedure, undertaken by the Selling Parties and Parent to identify and negotiate a transaction with a bidder who was prepared to give the best offer for the Securities, (ii) they have selected Buyer as the successful bidder in accordance with the bidding procedures established for such auction and (iii) this Agreement constitutes the best offer for the Securities.

Auction Process. Holdings and the Borrower are permitted to make Auction Permitted Term Loan Purchases in the aggregate up to $50,000,000 of the principal amount of the Term Loans during the term of this Agreement, subject to the following term and conditions: (i) Holdings or the Borrower, as applicable, will notify the Administrative Agent in writing by delivery of an Auction Purchase Notice executed by a duly authorized officer of the Borrower (and the Administrative Agent will deliver the Auction Purchase Notice to the Term Lenders), that Holdings or the Borrower, as applicable, wishes to make an offer to purchase Term Loans in an aggregate principal amount as specified in the Auction Purchase Notice (the “Purchase Amount”), subject to a range or discount to par expressed as a price at which Holdings or the Borrower, as applicable, would consummate an Auction Permitted Term Loan Purchase (the “Offer Price”); provided, that (a) the Auction Purchase Notice shall specify that each Return Bid must be submitted within a period ending on a date that occurs on or before at least one Business Day following that date of such Auction Process Notice and up to a maximum of 5 Business Days (or such longer period of time mutually agreed upon by the Administrative Agent and Borrower and disclosed to the Term Lenders prior to the initiation of a particular Auction Process) following the date of the Auction Purchase Notice (subject to Holdings’ or the Borrower’s option, as applicable, to extend such period in accordance with Section 2(ii) below), (b) the Purchase Amount specified in the Auction Purchase Notice delivered by the Borrower to the Administrative Agent shall not be less than a minimum face amount of $5,000,000, and shall be in minimum incremental amounts of $1,000,000 (provided, that such minimum offer amount may be less than $5,000,000 to the extent such greater amount would be in violation of clause (d) or clause (e) below), (c) no Event of Default shall have occurred and be continuing or would reasonably be expected to result therefrom, (d) after giving effect to such Auction Permitted Term Loan Purchase and all other Auction Permitted Term Loan Purchases to be consummated concurrently or substantially concurrently therewith, the Liquidity shall not be less than $25,000,000, (e) the Purchase Amount of such Auction Permitted Term Loan Purchase, together with the principal amount of all Auction Permitted Term Loans purchased by Holdings or the Borrower prior to such Auction ...

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that s...

Auction Process. 1. All applicable documents for the Auction will be published on the Storage Service Provider’s website and on the website of the Electronic Marketing Platform in due time before the Auction takes place. 2. Authorized Storage Customers may submit their binding offers on the Electronic Marketing Platform within the call period as outlined on the Electronic Marketing Platform. Erdgasspeicher Peissen GmbH may decide to set a Minimum Bid Price that shall be displayed on the Electronic Marketing Platform (here: PRISMA) and in the Product Information; Article 4 para.1. of the T&C Online Auctions shall continue to apply. Additional requirements by the Electronic Marketing Platform must be met at the Authorized Storage Customer’s discretion, but shall be observed to be able to properly take part in the Auction. 3. By submitting a binding offer via the Electronic Marketing Platform the potential Storage Customer, limited to the product the offer is made for, bindingly declares to be willing to conclude a Storage Services Agreement including Annex 1, 1a, 2 and 3. 4. A Storage Services Agreement is concluded when the Storage Service Provider accepts the Authorized Storage Customer´s binding offer in writing.

Auction Process in its role as Advisor to the Trustee, will be allowed to bid in the Auction, but will not be required to do so.

Auction Process. The parties hereto acknowledge and agree that during the period commencing on the date hereof and ending on the date that any auction contemplated by the Bidding Procedures Order is declared closed by the Seller (the "Auction Period”), Seller and its Affiliates, officers, directors, employees, attorneys, investment bankers, accountants and other agents and representatives shall be permitted, but shall not be permitted at any time thereafter, to (i) market and solicit offers for the Acquired Assets and may issue press releases, place advertisements or make other releases or disclosures in connection therewith, (ii) solicit inquiries, proposals, offers or bids from, and negotiate with, any Persons other than the Buyer relating to the direct or indirect sale, transfer or other disposition, in one or more transactions, of all or substantially all of the Acquired Assets or the equity interests of the Seller and (iii) take any other affirmative action (including entering into any agreement or letter-of-intent with respect thereto) to cause, promote or assist with any such transaction with a third party (together with the transactions described in clause (ii) above, an "Alternative Transaction”); provided, however, the Seller and its Affiliates may enter into, and seek Bankruptcy Court approval of, a definitive agreement with respect to an Alternative Transaction only if such Alternative Transaction is a Superior Transaction. Without limiting the foregoing, during the Auction Period, the Seller and its Affiliates and their respective officers, directors, employees, attorneys, investment bankers, accountants and other agents and representatives shall be permitted to supply information relating to the Seller and the Acquired Assets to prospective purchasers. Except as set forth in Sections 2.8 and 8.3, neither the Seller nor any of its Affiliates shall have any liability to the Buyer, either under or relating to this Agreement or any Applicable Law, by virtue of entering into or seeking Bankruptcy Court approval of such definitive agreement for an Alternative Transaction pursuant to this Section 5.17 or for failure to comply with the obligations in Section 5.16. The Seller and the Buyer agree to comply in all material respects with the terms of the Bidding Procedures Order and agree that to the extent there is a conflict between this Agreement and the Bidding Procedures Order, the Bidding Procedures Order shall govern in all respects. Seller shall declare the Aucti...

Auction Process a. The Advisor will be allowed to bid in the auction, but will not be required to do so. b. The Seller will also be allowed to bid in the auction if it deems appropriate, but will not be required to do so. c. On the Auction Date, all bids will be due by facsimile to such office as shall be designated by the Trustee by 1:00 p.m. EST; with the winning bidder to be notified by 2:00 p.m.

Auction Process. Upon receiving notice of the Auction, the Advisor will initiate its general Auction procedures consisting of the following: (i) with the assistance of the Servicer, prepare a general solicitation package along with a confidentiality agreement; (ii) derive a list of qualified bidders, in a commercially reasonable manner; (iii) initiate contact with all qualified bidders; (iv) send a confidentiality agreement to all qualified bidders; (v) upon receipt of a signed confidentiality agreement, send solicitation packages to all interested bidders on behalf of the applicable Trustee; and (vi) notify the Servicer of all potential bidders and anticipated timetable.