Common use of Qualified Bidder Clause in Contracts

Qualified Bidder. Unless otherwise ordered by the Bankruptcy Court, for cause shown, or as otherwise determined by the Seller, in order to participate in the bidding process, each person (a "Potential Bidder"), other than the Purchaser, must deliver (unless previously delivered) to Seller: 11.3.1. An executed confidentiality agreement in form and substance satisfactory to Seller. 11.3.2. Current audited financial statements of the Potential Bidder, or, if the Potential Bidder is an entity formed for the purpose of acquiring the Acquired Assets and the Purchased Intellectual Property, current audited financial statements of the equity holders of the Potential Bidder who shall guarantee the obligations of the Potential Bidder, or such other form of financial disclosure and credit-quality support or enhancement acceptable to Seller and its financial advisors; and 11.3.3. A preliminary (non-binding) written proposal regarding: (i) the purchase price; (ii) any assets expected to be excluded; (iii) the structure and financing of the transaction (including, but not limited to, the sources of financing for the Purchase Price and the requisite Good Faith Deposit); (iv) any anticipated regulatory approvals required to close the transaction, the anticipated time frame and any anticipated impediments for obtaining such approvals; (v) any conditions to closing that it may wish to impose in addition to those set forth in this Agreement; and (vi) the nature and extent of additional due diligence it may wish to conduct and the date by which such due diligence will be completed. 11.3.4. A Potential Bidder that delivers the documents described in the previous subparagraphs above and whose financial information and credit-quality support or enhancement demonstrate the financial capability of the Potential Bidder to consummate the Sale, if selected as a successful bidder, and that the Seller determines in its sole discretion is likely (based on availability of financing, experience and other considerations) to be able to consummate the Sale within the time frame provided by this Agreement shall be deemed a "Qualified Bidder". Notwithstanding the foregoing, Purchaser shall be deemed a Qualified Bidder for purposes of the Bidding Process. As promptly as practicable, after a Potential Bidder delivers all of the materials required above, Seller shall determine, and shall notify the Potential Bidder, whether such Potential Bidder is a Qualified Bidder. At the same time that Seller notifies the Potential Bidder that it is a Qualified Bidder, Seller shall allow the Qualified Bidder to begin to conduct due diligence with respect to the Acquired Assets and the Business as provided in Section 11.5 below.

Qualified Bidder. Unless otherwise ordered by the Bankruptcy Court, for cause shown, or as otherwise determined by the SellerSellers, in order to participate in the bidding processBidding Process, each person (a "“Potential Bidder"”), other than the PurchaserBuyer Parent, must deliver (unless previously delivered) to SellerDelphi, its counsel, its in-house counsel, and its financial advisors at the addresses provided in Section 10.3: 11.3.1. 10.2.1 An executed confidentiality agreement Confidentiality Agreement in form and substance satisfactory to SellerDelphi. 11.3.2. 10.2.2 Current audited financial statements of the Potential Bidder, or, if the Potential Bidder is an entity formed for the purpose of acquiring the Acquired Purchased Assets and the Purchased Intellectual PropertyBusiness, current audited financial statements of the equity holders of the Potential Bidder who shall will guarantee the obligations of the Potential Bidder, or such other form of financial disclosure and credit-quality support or enhancement acceptable to Seller Delphi and its financial advisors; and 11.3.3. 10.2.3 A preliminary (non-binding) written proposal regarding: (i) the purchase priceprice range; (ii) any assets and/or equity interests expected to be excluded; (iii) the structure and financing of the transaction (including, but not limited to, the sources of financing for the Purchase Price purchase price and the all requisite Good Faith Depositfinancial assurance); (iv) any anticipated regulatory approvals required to close the transaction, the anticipated time frame and any anticipated impediments for obtaining such approvals; (v) any conditions to closing that it may wish to impose in addition to those set forth in this Agreement; and (vi) the nature and extent of additional due diligence it may wish to conduct and the date by which such due diligence will be completed. 11.3.4. A Potential Bidder that delivers the documents described in the previous subparagraphs above and whose financial information and credit-quality support or enhancement demonstrate the financial capability of the Potential Bidder to consummate the SaleSale and perform post-Closing, if selected as a successful bidderSuccessful Bidder, and that the Seller Delphi determines in its sole discretion is likely (based on availability of financing, experience and other considerations) to be able to consummate the Sale within the time frame provided by this Agreement shall will be deemed a "“Qualified Bidder". Notwithstanding the foregoing, Purchaser shall be deemed a Qualified Bidder for purposes of the Bidding Process”. As promptly as practicable, after a Potential Bidder delivers all of the materials required above, Seller shall Delphi will determine, and shall will notify the Potential Bidder, whether if such Potential Bidder is a Qualified Bidder. At the same time that Seller Delphi notifies the Potential Bidder that it is a Qualified Bidder, Seller shall Delphi will allow the Qualified Bidder to begin to conduct due diligence with respect to the Acquired Purchased Assets and the Business as provided in Section 11.5 10.4 below. Buyer Parent will be deemed a Qualified Bidder for purposes of the Bidding Process and Qualified Bids and for all purposes hereunder.