Bidding Procedures Order. Buyer acknowledges the entry of an order dated June 2, 2014 in the Bankruptcy Case approving procedures for solicitation and consideration by the Bankruptcy Court of bids from third parties for the Acquired Assets (the “Bidding Procedures Order”), which:
(a) Scheduled the Sale Hearing for June 25, 2014;
(b) Scheduled an auction, if necessary, for June 23, 2014 (the “Auction”);
(c) Approved payment of the Breakup Fee and the Expense Reimbursement;
(d) Provided that any party wishing to qualify as a buyer must provide to Seller adequate financial assurance of capability to close and perform post-Closing under the Assigned Contracts and Assigned Personal Property Leases on or before the bid deadline established in the Bidding Procedures Order;
(e) Provided that any party desiring to participate in the Auction must, prior to the Auction, submit to Seller the information required by the Bidding Procedures Order, including (i) an initial bid of not less than the Purchase Price, plus the Breakup Fee, plus the Expense Reimbursement, plus $100,000, (ii) a good faith deposit by wire transfer, certified or cashier’s check, in the amount of ten percent (10%) of the initial bid to be held in escrow, (iii) an executed asset purchase agreement and a marked version showing any changes from this Agreement, and (iv) written evidence of a commitment for financing or other evidence of the Case 14-00279 Doc 478 Filed 08/15/14 Entered 08/15/14 16:29:05 Desc Main Document Page 35 of 111 692183/15/PHOENIX party’s ability to consummate the transaction and payment of the purchase price in cash at the Closing;
(f) Provided that any subsequent offer or bid for any of the Acquired Assets at the Auction (a “Competing Bid”) must be at least $100,000 greater than the preceding bid; and
(g) Provided that, if Buyer elects to participate in bidding at the Auction, Buyer may credit bid, to the fullest extent permissible under section 363(k) of the Bankruptcy Code, any additional indebtedness that may be owing in connection with the DIP Facility. Buyer further acknowledges that Seller filed with the Bankruptcy Court a notice with respect to Cure Costs and served such notice on all necessary persons on or by June 6, 2014, and such notice set forth, (i) with specificity, the amount of the Cure Cost for each particular Assigned Contract and Assigned Personal Property Lease, if any, (ii) the intent to assume and assign to Buyer such Assigned Contract or Assigned Personal Property Lease at the Clo...
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 Bidding Procedures Order shall have been entered by the Bankruptcy Court, shall not have been modified, amended, rescinded or vacated in any respect and shall not be subject to a stay.
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. As promptly as possible, but in no event later than five (5) Business Days after the date of this Agreement, Sellers shall file a motion (the "BIDDING PROCEDURES MOTION") and a proposed order, which shall be in form and substance reasonably satisfactory to counsel for Purchaser (the "BIDDING PROCEDURES ORDER"), with the Bankruptcy Court seeking approval of a process for the sale of the Acquired Assets consistent with the Bidding Procedures set forth in EXHIBIT A. Sellers shall use commercially reasonable efforts to cause the Bankruptcy Court to enter the Bidding Procedures Order, which will contain the following provisions (it being understood that certain of such provisions may be contained in either the findings of fact or conclusions of law to be made by the Bankruptcy Court as part of the Bidding Procedures Order): provisions (A) authorizing and scheduling an auction at which Sellers will receive bids, (B) approving the Break-Up Fee and Expense Reimbursement (each as defined in SECTION 5.09) provisions of this Agreement and authorizing the observance and performance of the terms and obligations thereunder by Sellers and Purchaser during the pendency of the Bankruptcy Cases, (C) scheduling with the Bankruptcy Court a hearing (the "SALE HEARING") to consider approval of the Sale Order (as defined in SECTION 5.06(a)(ii)) under, inter alia, sections 105, 363, 365 and 1146 of the Bankruptcy Code, and (C) approving the form and manner of notice required under the Bankruptcy Code and the Bankruptcy Rules in connection with the foregoing and the transactions related thereto. In addition, Purchaser shall be a Qualified Bidder and this Agreement shall constitute a bid pursuant to the Bidding Procedures Order. Purchaser shall be bound by and required to comply with the provisions of the Bidding Procedures Order; provided, however, that (1) Purchaser shall not be required to make a deposit in addition to the Good Faith Deposit provided hereby unless Purchaser is the Successful Bidder (as defined in EXHIBIT A hereto), in which case Purchaser shall be required to supplement its Good Faith Deposit within one Business Day following the conclusion of the Auction (as defined in EXHIBIT A hereto) to the extent necessary to ensure that such deposit is equal to at least 10% of the consideration (exclusive of Assumed Liabilities and covenants under this Agreement) to be paid pursuant to the Successful Bid; (2) shall not be required to purchase the Acquired Assets or assume ...
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 Bidding Procedures Order shall:
(i) Have remained in full force and effect and shall not have been stayed, vacated, modified or supplemented in any respect without the Purchaser’s prior written consent; and
(ii) Have been timely and fully complied with by the Seller, including the implementation of the Bidding Procedures approved by the Bankruptcy Court, and the service or publication of all notices in accordance with the Bidding Procedures Order.
Bidding Procedures Order. The Bankruptcy Court shall have entered the Bidding Procedures Order no later than May 10, 2022.
Bidding Procedures Order. The Bankruptcy Court shall have entered the Bidding Procedures Order, which Order shall have become a Final Order.
