Bidding Procedures Order. The Bankruptcy Court shall have held a hearing (the “Bidding Procedures Hearing”) and shall have entered a final non-appealable order in the Bankruptcy Case approving procedures for solicitation and consideration by the Bankruptcy Court of bids from third parties for the Purchased Assets (the “Bidding Procedures Order”), which Bidding Procedures Order shall be in form and substance reasonably satisfactory to Seller and Buyer and shall provide, among other things, that:
5.7.1. in the event that the Bankruptcy Court fails to approve (i) the Sale Motion (as hereinafter defined) or (ii) a sale to Buyer as provided hereunder and instead approves a sale of some or all of the Purchased Assets to an entity that has submitted a Counteroffer (as hereinafter defined), and such sale closes, Seller shall pay to Buyer, without further order of the Bankruptcy Court, the lesser of (a) $75,000 and (b) Buyer’s actual expenses incurred in connection with the transactions contemplated hereby, including expenses of counsel and other consultants (the “Expense Reimbursement”);
5.7.2. in the event that the Bankruptcy Court fails to approve a sale to Buyer as provided hereunder and instead approves a sale of some or all of the Purchased Assets to an entity that has submitted a Counteroffer, and such sale closes, Seller shall pay to Buyer, without further order of the Bankruptcy Court, the lesser of (a) $100,000 and (b) 35% of the excess of the amount of (i) the Counteroffer over (ii) the Purchase Price plus $175,000 (the “Break-Up Fee”);
5.7.3. if Buyer elects to participate in bidding at the Sale Hearing (as hereinafter defined), Buyer may credit the Expense Reimbursement and Break-Up Fee towards its bid;
5.7.4. the initial bid at the Sale Hearing must be at a purchase price with a minimum cash component payable at closing of $5,275,000 plus the Inventory Purchase Price;
5.7.5. each subsequent bid must be at least $100,000 greater than the preceding bid;
5.7.6. each bidder must make a $500,000 cash deposit on the same terms as the Buyer as provided herein;
5.7.7. each bid must be irrevocable until the closing of the sale;
5.7.8. each bidder must demonstrate to Seller’s satisfaction in its reasonable discretion that the bidder is (a) financially able to consummate the transaction contemplated by such bid, which ability may be demonstrated by submission of current audited or unaudited financial statements or other reasonable evidence, or, if the bidder is an entity formed for the p...
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. The Bidding Procedures Order (i) shall not have been stayed, modified, amended, dissolved, revoked or rescinded without Purchaser's consent and (ii) shall be in full force and effect on the Closing Date.
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. Each 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 an order in the form of the Bidding Procedures Order no later than April 15, 2010;
Bidding Procedures Order. The Bidding Procedures Order shall ------------------------ remain in full force and effect, and shall not have been stayed, vacated, modified or supplemented without the Purchaser's prior consent, and the Company shall have complied with the terms of the Bidding Procedures Order.
Bidding Procedures Order. Sellers and Purchaser hereby find acceptable and approve of the bidding procedures order, including the bidding procedures attached thereto as Exhibit A, entered by the Bankruptcy Court on January 13, 2005 and annexed hereto as EXHIBIT 2 (the "BIDDING PROCEDURES ORDER"). The Bidding Procedures Order sets forth, among other things, the earliest available date for a hearing to approve the sale of the Assets (the "SALE HEARING") and authorizes Sellers to conduct an auction (the "AUCTION") of the Assets in the event that qualified bids are received for the sale of the Assets in accordance with the Bidding Procedures Order and setting a date for such Auction.
Bidding Procedures Order. As part of the Sale Motion, the Seller shall also request and use reasonable good faith efforts to obtain from the Bankruptcy Court, an order in form reasonably acceptable to Buyer and Seller (the "BIDDING PROCEDURES ORDER") which approves the following bidding procedures and expense reimbursements (the "BIDDING PROCEDURES"):
(i) Buyer will be entitled to receive from the Seller a payment in the amount of $150,000.00, in cash or other immediately available good funds, in the event the Buyer is not the successful bidder for the Property (said payment to be made within 48 hours of the closing of such a sale or sooner if reasonably practicable) provided that: (a) Buyer is ready, willing and able to close the transaction contemplated by this Agreement; and (b) Buyer is not in default of its obligations hereunder (including, without limitation, the obligations set forth in section 2.3 above); and (ii) no prospective buyer will be permitted to bid at the Sale Hearing unless such party has been deemed "financially qualified" by the Seller. Should overbidding take place, the Buyer shall have the right, but not the obligation, to participate in the overbidding and to be approved as the overbidder at the hearing on the Sale Motion based upon any such overbid.
