Competing Bid and Other Matters. (a) Within seven days of the Agreement Date Sellers shall file with the Bankruptcy Court an application or motion seeking approval of (i) the Bidding Procedures Order and (ii) the form of this Agreement (a true and complete copy of which shall be attached to such application or motion without schedules) and the Sellers’ authority to enter into this Agreement (the “Sale and Bidding Procedures Motion”).
(b) This Agreement and the transactions contemplated hereby are subject to Sellers’ absolute right and ability to consider higher or better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”). Following completion of the Auction, if Purchaser is the Prevailing Bidder, Sellers shall not initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person other than Purchaser in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion of the Auction respond to or pursue any proposed Alternative Transaction or perform any other acts related thereto.
(c) If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder”) and unless otherwise terminated pursuant to Section 3.4, Purchaser shall, if its bid is determined to be the next highest bid, serve as a back-up bidder (the “Back-up Bidder”) and keep Purchaser’s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on the date which is 14 days after the date of the Sale Hearing (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30, 2016 or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder will be deemed to have the new prevailing bid, and Sellers will be authorized, without further order of the Bank...
Competing Bid and Other Matters. (a) If this Agreement is terminated pursuant to Sections 3.4(b), (c)(ii), (d), (e), (f))(i), (f)(ii), (f)(iii), f(iv), (f)(v), (f)(vi) or (f)(vii) the Purchaser shall be entitled to the reimbursement of, and the Sellers shall promptly reimburse the Purchaser in cash for, any and all Reimbursable Expenses in an amount not to exceed, when taken together with the Termination Fee (subject to reduction as set forth under subsection (b) below), $4,000,000 (the “Expense Reimbursement”), provided, however, that Purchaser’s entitlement to such Expense Reimbursement in connection with the Termination of this Agreement pursuant to Sections 3.4(c)(ii), (d), (f)(i) or (f)(v) shall not be available to Purchaser, unless Purchaser has used its commercially reasonable efforts to comply with the requirements of such Sections, and provided further that the Purchaser’s entitlement to the Expense Reimbursement pursuant to Section 3.4(f)(iv) shall not be available to Purchaser unless the Sellers failure to fulfill the conditions set forth in Section 9.3(c) include the failure to assume or assign the Assigned Contracts, as applicable.
(b) If this Agreement is terminated pursuant to Sections 3.4(b) or 3.4(f)(vi), the Purchaser shall be entitled to the payment of a fee equal to $3,000,000 (the “Termination Fee”) in addition to the Expense Reimbursement, and the Sellers shall promptly pay to the Purchaser Termination Fee by wire transfer of immediately available funds.; provided, however, that the Termination Fee shall be reduced on a dollar-for-dollar basis to the extent that the aggregate amount of the Expense Reimbursement and the Termination Fee paid to Purchaser exceeds $4,000,000.
(c) Without limiting any rights or remedies under the DIP Loan Documents or First Lien Loan Documents, this Expense Reimbursement is to reimburse the Purchaser for reasonable Reimbursable Expenses. The obligations of Sellers to pay the Expense Reimbursement (i) shall be entitled to superpriority administrative expense claim status under sections 503(b)(1)(A) and 507(a)(2) of the Bankruptcy Code, (ii) shall not be subordinate to any other administrative expense claim against the Sellers and shall be pari pasu to any superpriority claim granted under the DIP Order, provided that the Expense Reimbursement shall have priority over the DIP Liens (as defined in the DIP Order), and that the priorities for payment of the Termination Fee and Expense Reimbursement set forth herein shall in all events be subor...
Competing Bid and Other Matters. (a) This Agreement and the transactions contemplated hereby are subject to Seller’s right and ability to consider higher or better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each, a “Competing Bid”). Following completion of the Auction, Seller shall not initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Seller shall not, after completion of the Auction, respond to or pursue any proposed Alternative Transaction or perform any other acts related thereto.
(b) [Reserved.]
(c) Seller shall promptly serve true and correct copies of all pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the District of Delaware and any other applicable order of the Bankruptcy Court.
Competing Bid and Other Matters. (a) This Agreement and the transactions contemplated hereby are subject to approval of the Bankruptcy Court and Sellers’ right and ability to consider higher or better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”).
(b) Sellers shall have the responsibility and obligation to respond to any inquiries or offers to purchase all or any part of the Business, and perform any and all other acts related thereto which are required under the Bankruptcy Code or other applicable Law, including, without limitation, supplying information relating to the Business and the assets of Sellers to prospective purchasers.
(c) Sellers shall promptly serve true and correct copies of the Sale Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Rules for the United States Bankruptcy Court for the Southern District of Florida and any other applicable order of the Bankruptcy Court.
Competing Bid and Other Matters. If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder”), Purchaser shall, if its bid is determined to be the next highest bid serve as a back-up bidder (the “Back-up Bidder”) and keep Purchaser’s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on the date which is 14 days after the date of the Sale Hearing (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30, 2016 or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder will be deemed to have the new prevailing bid, and Seller will be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up Bidder
Competing Bid and Other Matters a. On the Petition Date, Sellers shall file with the Bankruptcy Court a Sale Motion seeking approval of the Bidding Procedures Order and the transactions contemplated in this Agreement (subject to higher or otherwise better offers).
b. This Agreement, the parties’ obligations hereunder and the transactions contemplated hereby are subject to approval of the Bankruptcy Court and this Agreement is the result of the Sellers’ right and ability to pursue and consider higher or otherwise better competing bids with respect to the Business and a material portion of the Acquired Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”).
