Bidding Procedures Order Clause Samples
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Bidding Procedures Order. Sellers shall in connection with the sale of the Target Assets advertise to the public in a commercially reasonable manner as required by the Bankruptcy Code or as shall be directed by the Bankruptcy Court following a preliminary hearing on the Sale Motion (the “Bidding Procedures Hearing”) and the entry of an order in the Bankruptcy Cases approving procedures for solicitation and consideration by the Bankruptcy Court of bids from third parties for the Target Assets (the “Bidding Procedures Order”) considered at such Bidding Procedures Hearing. The Bidding Procedures Order shall be in a final form reasonably acceptable to Sellers and Purchaser, and in any event shall:
6.4.3.1 schedule the Sale Hearing;
6.4.3.2 schedule an auction (the “Auction”);
6.4.3.3 require, as a precondition to participation in the Auction, the submission of a competing bid for some or all of the Target Assets no later than 5:00 p.m. Central Time at least three (3) Business Days prior to the Auction (the “Bid Deadline”);
6.4.3.4 require any Qualifying Bid (as defined below) to be accompanied by (i) an ▇▇▇▇▇▇▇ money deposit by wire transfer, certified or cashier’s check, in the amount of no less than ten percent (10%) of the Base Purchase Price (which amount shall be paid to or deposited with an escrow agent to be held pursuant to an escrow agreement to be entered into by such bidder, Sellers and such escrow agent); (ii) an executed confidentiality agreement, (iii) an executed asset purchase agreement substantially in the form of this Agreement along with a red-line marked against this Agreement to reflect changes, and (iv) written evidence of a commitment for financing or other evidence of the party’s ability to consummate the transaction and payment of the purchase price in cash at the Closing;
6.4.3.5 provide that if this Agreement is terminated pursuant to Article 10, then, subject to Section 10.2, Purchaser shall be entitled to (i) Purchaser’s reasonably documented actual out-of-pocket fees and expenses (including legal, accounting, HSR Act filing fees, escrow and other fees and expenses) not to exceed $790,000 (the “Expense Reimbursement”) and (ii) in the event Sellers sell, transfer, lease or otherwise dispose of, directly or indirectly (including through an asset sale, stock sale, merger, or other similar transaction or pursuant to a plan of reorganization in the Bankruptcy Cases) all or substantially all of the Target Business or the Target Assets in a transaction or a series...
Bidding Procedures Order. The Bidding Procedures Order (i) shall not have been stayed, modified, amended, dissolved, revoked or rescinded without Purchaser's consent and (iii) shall be in full force and effect on the Closing Date.
Bidding Procedures Order. The Bankruptcy Court shall have entered the Bidding Procedures Order, and such Order shall not have been stayed, vacated or modified.
Bidding Procedures Order. Schedule 1.1(a) - Real Property Schedule 1.1(b) - Owned Machinery and Equipment Schedule 1.1(c) - Acquired Contracts Schedule 1.1(e) - Inventory and Inventory Locations Schedule 1.1(f) - Supplies and Supply Locations Schedule 1.1(g) - Acquired Intellectual Property Schedule 1.1(i) - Information Technology Owned, Leased or Licensed Schedule 1.1(j) - Permits Schedule 1.2(a) - Excluded Assets Schedule 1.2(f) - Excluded Contracts Schedule 1.2(k) - Miscellaneous Excluded Assets Schedule 1.3 - Assumed Liabilities Schedule 1.3(d) - Real and Personal Property Taxes Schedule 1.3(e) - Payroll Liabilities Schedule 1.3(g) - Mechanics Liens Schedule 1.6(b) - Cure Costs Schedule 1.7 - Transition Services Assets Schedule 1.8 - Nonoperating Assets Schedule 4.1(d)(i) - WSC Reports not Filed Schedule 4.1(f) - Subsidiaries Schedule 4.1(g) - Sellers Consents and Approvals Schedule 4.1(h) - Compliance with Laws Schedule 4.1(i) - Litigation Schedule 4.1(k)(i) - Overdue Intellectual Property Fees Schedule 4.1(k)(ii) - Violations of Intellectual Property Schedule 4.1(k)(iii) - Claims and Investigations of Intellectual Property Schedule 4.1(m) - Permit Violations Schedule 4.1(n) - Contract Actions; Invalid Contracts Schedule 4.1(o) - Environmental Matters Schedule 4.1(p) - Insurance Schedule 4.1(q) - Real Property Matters Schedule 4.1(r) - Accounts Receivable Schedule 4.1(s) - Inventories Schedule 4.1(t) - Absence of Certain Changes Schedule 4.1(w) - Status under DIP Agreement and Certain Senior Debt Schedule 4.2(e) - Buyer's Consents and Approvals Schedule 4.2(h) - Litigation Schedule 5.1(a) - Exceptions to Sellers Conduct of Business AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
Bidding Procedures Order. The Bidding Procedures Order (i) shall not have been voided, reversed or vacated or subject to a stay and (ii) shall not have been amended, modified or supplemented in any way, subject only to immaterial clarifications, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Bidding Procedures Order. The Bankruptcy Court shall have entered an order in the form of the Bidding Procedures Order no later than April 15, 2010;
Bidding Procedures Order. Buyer shall comply with the Bidding Procedures Order, including with respect to serving as a “Backup Bidder” (as defined therein).
Bidding Procedures Order. The Bankruptcy Court shall have entered the Bidding Procedures Order, which Order shall not be subject to a stay or otherwise been vacated.
Bidding Procedures Order. The Bankruptcy Court shall have entered the Bidding Procedures Order, which Order shall have become a Final Order.
Bidding Procedures Order. The Bankruptcy Court shall have approved and entered the Bidding Procedures Order on or prior to October 10, 2002, which Bidding Procedures Order shall be as attached hereto as Exhibit G, or in form and substance otherwise reasonably satisfactory to the Investor, and, once entered, shall not have been modified without the Investor's prior written consent in a manner materially adverse to the Investor, reversed or vacated and such order shall be in effect and not be stayed.