Bid Protections. The Purchasers and the Sellers acknowledge that the Sellers must take reasonable steps to demonstrate that they have sought to obtain the highest or best price for the Purchased Assets, including giving notice thereof to the creditors of the Sellers and other interested parties, providing information about the Purchased Assets to prospective bidders (subject to confidentiality agreements no less restrictive than the confidentiality agreement signed by Purchasers in favor of Spheris Inc.), entertaining higher or better qualified offers from such prospective bidders, and, in the event that additional qualified prospective bidders desire to bid for the Purchased Assets, conducting an auction (the “Auction”). As a result, the Parties have agreed to certain bidding procedures, as set forth in the proposed Sale Procedures Order attached hereto as Exhibit I.
Bid Protections. Purchaser and the Sellers acknowledge that the Sellers must take reasonable steps to demonstrate that they have sought to obtain the highest or best offer for the Purchased Assets, including giving notice thereof to the creditors of the Sellers and other interested parties, providing information about the Purchased Assets to prospective bidders (subject to confidentiality agreements no less restrictive in the aggregate than the Confidentiality Agreement), entertaining higher or better qualified offers from such prospective bidders, and, in the event that additional qualified prospective bidders desire to bid for the Purchased Assets, conducting the Auction. As a result, the Parties agree to the Bidding Procedures. The Sellers and the Purchaser agree, and the Sale Order shall reflect the fact that, the provisions of this Agreement, including this Article III and Section 8.3, are reasonable, were a material inducement to Purchaser to enter into this Agreement and are designed to achieve the highest or best offer for the Purchased Assets.
Bid Protections. If (i) this Agreement is terminated pursuant to Section 4.4(g), and (ii) Purchaser has complied in all material respects with all obligations required under this Agreement to be performed by it through the date of termination, Sellers shall reimburse to Purchaser the Expense Reimbursement, provided that (i) such Expense Reimbursement shall be payable only from the cash proceeds of such winning Competing Bid or other Alternative Transaction upon the closing (if a sale), or effective date (if a chapter 11 plan of reorganization) of such Alternative Transaction. 4.7
Bid Protections. Nothing in this Agreement, the APA or the Approval Order shall constitute a waiver of JV Agent’s right to receive the Bid Protections (as defined in the Bid Procedures) or any other rights of JV Agent under the Bid Procedures Order or the Bid Procedures. Accordingly, JV Agent shall be entitled to receive (and Merchant shall pay to JV Agent on the Sale Commencement Date), all Bid Protections to which JV Agent is entitled under the Bid Procedures Order and the Bid Procedures given that JV Agent is participating in a Joint Bid (as defined in the Bid Procedures) that is the Successful Bid (as defined in the Bid Procedures).
Bid Protections. Subject to entry of the Bid Procedures Order, Sellers shall make payment of the Seller Termination Fee in accordance with Section 8.3 hereof.
