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.
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Sources: Agreement of Purchase and Sale
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 an equity interest to the Rollover Members Member 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 SaleStayton;
e) Be accompanied by executed copies of the Transaction Documents, modified modified, as necessary, 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 modifications to the Distribution Plan, the Reorganization Plan or the Reorganization Plan;other Plan Documents; and
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.
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