Back-Up Bidder. Provided a Competing Transaction fails to close and this Agreement has not been terminated, Buyer shall remain obligated to consummate the Transaction for a period of sixty (60) days after the Bankruptcy Court enters an Order authorizing the Competing Transaction; provided Sellers seek to obtain such Order authorizing the Competing Transaction within fourteen (14) days of the date on which the Auction concludes; and provided, further, that Buyer shall not be obligated under this Section 9.1(d) if the Bankruptcy Court enters an Order approving a sale of all or any portion of the Subject Assets pursuant to a Credit Bid.
Back-Up Bidder. Sellers and Buyer agree that, in the event that Buyer is not the winning bidder at the Auction, if (i) Buyer submits the second highest or second best bid at the Auction or the terms of this Agreement constitute the second highest or best bid, and (ii) Sellers give written notice to Buyer on or before the tenth (10th) Business Day prior to the Outside Date, stating that Sellers (A) failed to consummate the sale of the Acquired Assets with the winning bidder, and (B) terminated the purchase agreement with the winning bidder, Buyer shall promptly consummate the Transactions upon the terms and conditions as set forth herein, including the Purchase Price.
Back-Up Bidder. The Seller may execute an agreement for the sale of the Assets with a Back-Up Bidder as contemplated by the Bid Procedures, which execution and any related action shall not be considered a breach of this Agreement.
Back-Up Bidder. Subject to Buyer’s right in Section 5.4(c)(iii) to be released from its obligation under this Section 5.4(d), Sellers and Buyer agree that, in the event that Buyer is not the winning bidder at the Auction, if and only if (i) Buyer submits the second highest or second best bid at the Auction for the Acquired Assets which is memorialized by an acceptable agreement incorporating terms established at the Auction, or the terms of this Agreement constitute the second highest or best bid for the Acquired Assets, and (ii) Sellers give written notice to Buyer on or before the Back-up Termination Date, stating that Sellers (A) failed 35
Back-Up Bidder. Upon the Effective Date, Purchaser shall be the back-up bidder (in such capacity, the “Back-Up Bidder”) for the Property (the “Back-Up Bid”) in the event Seller enters into an agreement for an Alternative Transaction. The Back-Up Bid will remain open and irrevocable until the earliest to occur of (a) consummation of the Alternative Transaction; (b) October 30, 2024; and (c) release of the Back-Up Bid by the Debtors in writing. If an Alternative Transaction shall fail to close within the period set forth above, the Back-Up Bidder shall be deemed to be the successful bidder for the Property and Seller will be authorized, without further order of the Bankruptcy Court, to, and Seller and Back-Up Bidder shall, consummate the transactions contemplated by this Agreement within ten (10) Business Days of Back-Up Bidder becoming the successful bidder, on the terms and conditions set forth in this Agreement.
Back-Up Bidder. Buyer agreed to serve as the backup bidder, if another Qualifying Bidder’s bid is the next highest and best bid, after the Successful Bid.
Back-Up Bidder. Seller and Buyer agree that Buyer will be a “Back-Up Bidder” if and only if Buyer submits the second highest or second best bid at the Auction (as determined by the Seller Parties) and is named the Back-Up Bidder. If Buyer becomes the Back- Up Bidder and Seller gives notice (the “Back-Up Trigger Notice”) to Buyer on or before the Back- Up Trigger Notice Date that Seller (i) failed to consummate the sale with the winning bidder, and (ii) has terminated the purchase agreement with the winning bidder, then Buyer shall consummate the transactions in accordance with its rebid.
ARTICLE IX TAX MATTERS
Back-Up Bidder. Sellers and Buyer agree that, in the event that Buyer is not the winning bidder at the auction undertaken pursuant to the Bidding Procedures Order (the “Auction”), if and only if (i) Buyer submits the second highest or second best bid at the Auction or the terms of this Agreement constitute the second highest or best bid and Sellers give Buyer written notice of such determination (a “Back-Up Bidder Notice”), and (ii) Sellers give written notice to Buyer on or before October 20, 2020 (the “Back-up Termination Date”), stating that Sellers (A) failed to consummate the sale of the Acquired Assets with the winning bidder, and (B) terminated the purchase agreement with the winning bidder, Buyer shall consummate the transactions contemplated hereby upon the terms and conditions as set forth herein (notwithstanding any subsequent bid by Buyer at the Auction). For the avoidance of doubt, references herein to “the date hereof”, “the date of this Agreement,” and similar references shall refer to the date set forth in the Preamble to this Agreement notwithstanding any subsequent bid by Buyer at the Auction or delivery by Sellers of the written notice described in this Section 5.4(e).
Back-Up Bidder. Sellers and Xxxxx agree that, in the event that Buyer is not the Winning Bidder at the auction undertaking pursuant to the Bidding Procedures Order (the “Auction”), if and only if
(a) Buyer submits the second highest or second best bid at the Auction and is named the “Back-Up Bidder” at the Auction, in each case, as determined by Sellers, and (b) Sellers give notice to Buyer on or before the Back-up Termination Date, stating that Sellers and Seller Affiliates (i) failed to consummate the sale with the Winning Bidder, and (ii) has terminated the definitive agreement with the Winning Bidder, Buyer shall promptly consummate the Contemplated Transaction upon the terms and conditions as set forth herein, including the Purchase Price, as the same may be increased by Buyer at the Auction.
Back-Up Bidder. Purchaser shall agree to serve as the Back-Up Bidder (as defined in the Bidding Procedures Order) if Purchaser’s bid is identified by the Chapter 7 Trustee as being the second highest and best bid for the purchase of the Golden Guernsey Assets.
