Highest and Best Offer Sample Clauses

Highest and Best Offer. X. Xxxxx to selecting the Buyer as the winning bidder, the Debtors solicited offers to acquire the Purchased Assets from a wide variety of parties. In addition to such solicitations, the Debtors also conducted the bid process in accordance with the provisions of the Sale Procedures Order and the Debtors have otherwise complied with the Sale Procedures Order in all material respects. The bid process conducted pursuant to the Sale Procedures Order afforded a full, fair and reasonable opportunity for any person or entity to make a higher or otherwise better offer to purchase the Purchased Assets. Such process was duly noticed and conducted in a non-collusive, fair and good faith manner and a reasonable opportunity has been given to any interested party to make a higher and better offer for the Purchased Assets.
Sample 1
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Highest and Best Offer. M. The Debtors conducted a marketing process in accordance with, and have otherwise complied in all material respects with, the Revised Bidding Procedures. The process set forth in the Revised Bidding Procedures, including the Auction, was conducted in a noncollusive, fair and good faith manner and a reasonable opportunity has been given to any interested party to make a higher or otherwise better offer for the Purchased Assets. The Debtors and their professionals (i) provided potential purchasers, upon request, sufficient information to enable them to make an informed judgment on whether to bid on the Purchased Assets, (ii) afforded interested parties a full, fair and reasonable opportunity to conduct due diligence and submit offers prior to the Bid Deadline.
Sample 1
Highest and Best Offer. 11. The Debtor and its professionals conducted a fulsome marketing process of the Purchased Assets whereby they (i) provided potential purchasers, upon request, sufficient information to enable them to make an informed judgment on whether to submit a bid on the Purchased Assets, and (ii) afforded interested parties a full, fair and reasonable opportunity to conduct due diligence and submit offers on the Purchased Assets. The marketing process was conducted in a noncollusive, fair and good faith manner and a reasonable opportunity has been given to any interested party to make a higher or otherwise better offer for the Purchased Assets.
Sample 1
Highest and Best Offer. K. The Debtor conducted an auction process in accordance with, and has otherwise complied in all respects with, the Bidding Procedures Order. The auction process set forth in the Bidding Procedures Order afforded a full, fair, and reasonable opportunity for any person or entity to make a higher or otherwise better offer to purchase the Purchased Assets. The Auction was duly noticed and conducted in a non-collusive, fair, and good faith manner and a reasonable opportunity has been given to any interested party to make a higher or otherwise better offer for the Purchased Assets.
Sample 1
Highest and Best Offer. 17 N. The consideration provided by Purchaser for the Purchased Assets (a) represents the 18 highest and best offer for the Contessa Enterprise, (b) is fair and reasonable, and (c) will provide a 19 greater recovery for the Debtor’s creditors than would be provided by any other practical, available alternative. No other person or entity, other than Purchaser, has offered any amount for the 22 Contessa Enterprise that would give greater economic value to the Debtor’s estate. A sale of the 23 Contessa Enterprise other than one free and clear of claims and interests would materially and 24 adversely affect the Debtor’s estate, will yield substantially less value for the Debtor’s estate, with 25 less certainty than the available alternatives, and thus the any alternative would be of substantially 26 less benefit to the Debtor’s estate. 27 28 - 7 - Case 2:11-bk-13454-PC Doc 344 Filed 07/01/11 Entered 07/01/11 12:05:09 Desc Main Document Page 8 of 35
Sample 1
Highest and Best Offer. The First Tranche Purchase Price and the Second Tranche Purchase Price to be paid by Buyer in accordance with the terms of this Agreement are fair value for the First Tranche Acquisition and the Second Tranche Acquisition, respectively, and the First Tranche Acquisition and the Second Tranche Acquisition are the highest and best offer available to the Seller for the Subject Shares as of the date of this Agreement.
Sample 1
Highest and Best Offer. The Purchase Consideration to be paid by Buyer in accordance with the terms of this Agreement is fair value for the Sale of Subject Shares, and the Purchase Consideration is the highest and best offer available to the Seller for the sale of Subject Shares as of the date of this Agreement.
Sample 1
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Related to Highest and Best Offer

  • Reasonable Purchase Price The consideration received by the Seller upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice.

  • Purchase Sale and Delivery of the Offered Securities Unless otherwise specified in the Underwriting Agreement, payment for the Offered Securities shall be made by certified or official bank check or checks payable to the order of the Depositor in immediately available or next day funds, at the time and place set forth in the Underwriting Agreement, upon delivery to the Representative for the respective accounts of the several Underwriters of the Offered Securities registered in definitive form and in such names and in such denominations as the Representative shall request in writing not less than five full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Offered Securities are herein referred to as the "Closing Date".

  • Purchase Sale and Delivery of the Offered Shares (a) The Firm Shares. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of 5,500,000 Firm Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A. The purchase price per Firm Share to be paid by the several Underwriters to the Company shall be $12.69 per share.

  • RESERVE PRICE AND BIDDING AT AUCTION CONDITIONS OF SALE

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Applicable Price (a) Share purchase payments and redemption orders that result from purchase payments, premium payments, surrenders and other transactions under Contracts (collectively, "Contract transactions") and that LIFE COMPANY receives prior to the close of regular trading on the New York Stock Exchange on a Business Day will be executed at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the orders. For purposes of this Section 2.3(a), LIFE COMPANY shall be the designated agent of AVIF for receipt of orders relating to Contract transactions on each Business Day and receipt by such designated agent shall constitute receipt by AVIF; provided that AVIF receives notice of such orders by 9:00 a.m. Central Time on the next following Business Day or such later time as computed in accordance with Section 2.1(b) hereof.

  • Delivery of the Offered Shares The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

  • Purchase, Sale and Delivery of Offered Securities On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all of the Offered Securities, at a purchase price of $667.64 per Unit plus the increase in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined). The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the Closing Date.

  • Bidding Amount 8.1. The Auctioneer shall have discretion to determine the increase of bidding rate based on the total number of Registered E-Bidders and value of the property auctioned.

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