Qualified Bids Clause Samples
Qualified Bids. The Seller shall consider a bid only if the bid is a "Qualified Bid." Except as otherwise provided in the Bidding Procedures Order or further order of the Bankruptcy Court, to be a Qualified Bid, in addition to the requirements of subsection (d) above, the bid must:
(i) be received by the Bid Deadline provided, however, the Seller may, at its sole discretion, extend the Bid Deadline for such period or periods as it determines appropriate;
(ii) propose a transaction that the Seller determines, in the good faith opinion of its Board of Directors, after consultation with its financial advisors, is not materially more burdensome or conditional than the terms of this Agreement and has a value, either individually or, when evaluated in conjunction with any other Qualified Bid, greater than or equal to the sum of the Purchase Price plus the maximum amount of the Termination Fee plus (x) in the case of the initial Qualified Bid, $250,000, and (y) in the case of any subsequent Qualified Bids, $1,000,000 over the immediately preceding highest Qualified Bid;
(iii) not be conditioned on obtaining financing (including the requisite Financial Assurance required by appropriate Governmental Entities) or on the outcome of unperformed due diligence by the Qualified Bidder with respect to the assets and/or equity interests sought to be acquired or the liabilities to be assumed;
(iv) not request or entitle the Qualified Bidder to any break-up fee, termination fee, expense reimbursement or similar type of payment;
(v) include a commitment to consummate the sale of some or all of the Acquired Assets (including the receipt of any required governmental or regulatory approvals) within not more than 15 days after entry of an order by the Bankruptcy Court approving such sale, subject to receipt of any governmental or regulatory approvals which must be obtained within 60 days after entry of such order; and
(vi) contain an acknowledgment and representation by the Qualified Bidder that it (x) has had an opportunity to inspect and examine the Acquired Assets and the Business and to conduct any and all due diligence with respect thereto prior to making its offer, (y) has relied solely upon its own independent review, investigation and/or inspection of any documents in making its bid, and (z) did not rely upon any written or oral statements, representations, promises, warranties or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the Acquired As...
Qualified Bids. The General Terms and Conditions and Supplemental Terms and Conditions included in this bid document will govern the performance of the work. No other terms and conditions will be accepted. Bids that are conditioned in any way, or Bids that take exception in any way to the Pend Oreille Counties’ General and Supplemental Ter-ms and responsive.
Qualified Bids. A bid shall be considered a “Qualified Bid” if it shall:
a) Be accompanied by an executed confidentiality agreement in form and substance satisfactory to Stayton;
b) Be accompanied by such bidder's Deposit in the form of cash or letter of credit equal to $50 million, which deposit or letter of credit shall meet all the requirements set forth in Section 2.4 of the Agreement;
c) Constitute such bidder's binding and irrevocable contractual commitment to purchase all, but not less than all, of the Properties, without being subject to any due diligence, inspection, financing or other contingencies;
d) Provide for (i) payment of cash in respect of that portion of the Purchase Price representing the Cash Consideration Amount and (ii) issuance of Common Interests and Class A Preferred Units to the Rollover Members in accordance with Section 2.6 of the Agreement if the Rollover Equity Election is made by Investors; Exhibit L to Amendment No. 2 to Agreement of Purchase and Sale
e) Be accompanied by executed copies of the Transaction Documents, modified to reflect the terms of the bid (and shall include a redline of the bidder's proposed modifications against the Transaction Documents theretofore executed by Blackstone Purchaser);
f) Be consistent in all material respects with the form of the Transaction Documents executed by the Blackstone Purchaser without requiring any further modification to the Distribution Plan or the Reorganization Plan;
g) Provide (i) a commitment to invest at least $60,000,000 in the Purchaser for working capital, deferred maintenance and capital expenditures, and (ii) provide a pro forma opening balance sheet for Purchaser reflecting the calculation of book equity and allocation to capital accounts.
h) Provide that Stayton is entitled to perform due diligence with respect to such Qualified Bidder in accordance with the Bid Procedures.
Qualified Bids. The Credit Parties shall have not, on or before July 15, 2014, received one or more Qualified Bids (as defined in the Strategic Transaction Bidding Procedures Motion) for (i) one or more asset sales that will result in sufficient aggregate net cash proceeds to pay, upon the consummation of the asset sale transaction(s) but in no event later than the Termination Date, in full in cash all Obligations (other than contingent obligations not yet due and payable) or (ii) an Acceptable Reorganization Plan, accompanied by sufficient capital and financing commitments for any equity or debt financing that contemplates paying, on the effectiveness thereof but in no event later than the Termination Date, in full in cash all Obligations under the Loan Documents (other than contingent obligations not yet due and payable).
Qualified Bids. Pursuant to the Bidding Procedures Order, any and all Qualified Bids shall have been submitted on or prior to January 5, 2016 (or such later date as agreed in writing by all of the Parties hereto) (the “Bid Deadline”). If any Qualified Bid is submitted prior to the Bid Deadline, Sellers shall have commenced the auction contemplated by the Bidding Procedures on or prior to January 7, 2016 (or such later date as agreed in writing by all of the Parties hereto).
Qualified Bids. A bid will be considered only if the bid:
10.6.1 Is not conditioned on obtaining financing or on the outcome of unperformed due diligence by the bidder.
10.6.2 Proposes a transaction on terms and conditions (other than the amount of the consideration and the particular liabilities being assumed) that Delphi determines, in its sole but reasonable discretion, are similar to, and are not materially more burdensome or conditional than the terms of the Agreement and that has a value, either individually or, when evaluated in conjunction with any other Qualified Bid, greater than or equal to the sum of the Preliminary Purchase Price plus the amount of the Break-Up Fee plus the aggregate amount of the Advance Payment, plus: (i) in the case of the initial Qualified Bid, $1,000,000; and (ii) $500,000 in the case of any subsequent Qualified Bids, over the immediately preceding highest Qualified Bid.
Qualified Bids. (1) Qualified Purchase Bids and Qualified Investment Bids shall hereinafter be referred to as "Qualified Bids" and each a "Qualified Bid" and each bidder who has submitted a Qualified Bid shall hereinafter be referred to as a "Qualified Bidder".
(2) Notwithstanding Section 5.2 and Section 5.3 hereof, the Vendors, in consultation and with the prior written consent of the Secured Creditors acting reasonably, may waive compliance with any one or more of the Qualified Bid requirements specified herein, and deem such noncompliant bids to be Qualified Purchase Bids or Qualified Investment Bids, as the case may be.
Qualified Bids. (1) Qualified Purchase Bids and Qualified Investment Bids shall hereinafter be referred to as "Qualified Bids" and each a "Qualified Bid" and each bidder who has submitted a Qualified Bid shall hereinafter be referred to as a "Qualified Bidder".
(2) Notwithstanding Section 5.2 and Section 5.3 hereof, the Vendors, in consultation and with the prior written consent of the Secured Creditors acting reasonably, may waive compliance with any one or more of the Qualified Bid requirements specified herein, and deem such noncompliant bids to be Qualified Purchase Bids or Qualified Investment Bids, as the case may be.