Other Bids Sample Clauses

Other Bids. Purchaser acknowledges that Seller, through The Blackstone Group L.P. ("BLACKSTONE") as its agent, will solicit bids ("BIDS") from other prospective purchasers ("BIDDERS")for the sale of the Purchased Assets (as such or in combination with other assets of Seller) and/or other assets owned by Seller in accordance with auction procedures to be established by Blackstone in consultation with Seller's creditor constituencies, subject to bid incentives and protections set forth in SECTION 9.2(D) and overbid protections set forth in SECTION 9.2(C). All Bids (other than Bids submitted by Purchaser) will be submitted with two copies of the Seller's form of purchase agreement (the "FORM AGREEMENT"), marked to show changes requested by the Bidder. Seller shall have the right to select the highest or otherwise better Bid or Bids (the "SUPERIOR BID"), which will be determined by considering, among other things, (i) the number, type and nature of any changes to the Form Agreement requested by each Bidder; (ii) the extent to which such modifications are likely to delay closing of the sale of Purchased Assets to such Bidder and the cost to Seller of such modifications or delay; (iii) the extent to which such Bid covers less than or more than all of the Purchased Assets; and (iv) the total consideration to be received by Seller. Purchaser acknowledges that Seller will strongly favor Bids for all of Seller's assets or for such assets which Seller determines, in its sole discretion, cannot otherwise be easily sold. Seller reserves the right to accept a Bid or Bids which contain a purchase price which is less than the Purchase Price set forth in this Agreement but which, in Seller's sole discretion, otherwise constitutes a Superior Bid. Seller shall have the right to aggregate separate Bids for different assets to determine whether one or more combinations of Bids constitute a Superior Bid.
Other Bids. If in the reasonable judgment of Lender and the Construction Consultant all Contracts, Major Contracts, and the General Contractor’s Agreement do not cover all of the work necessary for Completion of the Improvements, Borrower shall cause to be furnished firm bids from responsible parties, or estimates and other information reasonably satisfactory to Lender, for the work not so covered, to enable Lender to ascertain the total estimated cost of all work done and to be done.
Other Bids. The Vivendi Parties, the Company and the Company Subsidiaries shall, effective upon the execution hereof, terminate any discussions or negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, any Other Bid, and shall promptly after the execution hereof request each Person that has executed a confidentiality agreement in connection with its consideration of acquiring the Company or any Company Subsidiary or substantially all the business or assets of the Company or any Company Subsidiary to return or destroy all confidential information furnished to such Person by or on behalf of the Company or any Company Subsidiary. None of Sellers shall, nor shall any Seller authorize or permit the Company, any Company Subsidiary or any of their Representatives to, (i) solicit, initiate or encourage any Other Bid, (ii) enter into any contract with respect to any Other Bid, or (iii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Other Bid. Each Vivendi Party and the Company shall promptly inform Purchaser orally and in writing of any Other Bid that is submitted in writing and the identity of the Person making any such Other Bid. “Other Bid” means any proposal for a merger, sale of securities, sale of substantial assets or similar transaction involving the Company or any Company Subsidiary, other than the Transactions and the acquisition of inventory in the Ordinary Course of Business.
Other Bids. Buyer acknowledges that pursuant to the Bidding Procedures Order, and after (but in no case before) entry of the Bidding Procedures Order, Seller may solicit bids ("Bids") from other prospective purchasers (collectively, the "Bidders") for the sale of all or substantially all of the Acquired Assets, on terms and conditions substantially the same in all respects to this Agreement and in accordance with the procedures set forth in the Bidding Procedures Order.
Other Bids. From the date of this Agreement through the Closing, the Seller shall not, and shall not authorize or permit any of its Affiliates or Associates or any of such Affiliates’ Associates, or its or their respective directors, officers, employees, investment bankers, legal counsel, accountants or other representatives to (a) solicit, initiate, encourage or otherwise knowingly facilitate any Other Bid, (b) enter into any Contract with respect to any Other Bid or (c) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Other Bid. The Seller shall, and shall cause its Affiliates and Associates and such Affiliates’ Associates, and its and their respective directors, officers, employees, investment bankers, legal counsel, accountants and other representatives to, immediately cease any existing activities, discussions or negotiations of the type described in clauses (a), (b) and (c) of the foregoing sentence being conducted or heretofore conducted with any Person (other than the Purchaser). Upon becoming aware of any Other Bid or any inquiry with respect to or which would reasonably be expected to lead to any Other Bid, the Seller shall promptly advise the Purchaser orally and in writing of such Other Bid or inquiry and the identity of the Person making any such Other Bid or inquiry and the terms thereof. It is agreed that any breach or violation of the restrictions set forth in this Section by any director, officer, employee, investment banker, legal counsel, accountant or other representative of the Seller or any of its Affiliates or Associates or any of such Affiliates’ Associates, whether or not such Person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section by the Seller. “Other Bid” means any proposal or offer (whether or not in writing), with respect to any (i) merger, consolidation, share exchange, other business combination or similar transaction involving the Company or any of its Subsidiaries, (ii) sale, lease, contribution or other disposition, directly or indirectly, of any business or assets of the Company or any of its Subsidiaries representing 10% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, (iii) issuance, sale or other dis...
Other Bids. The Buyer acknowledges that the Seller, through Lazard, as its agent, will solicit bids ("BIDS") from prospective purchasers (such prospective purchasers together with the Buyer being referred to collectively as "BIDDERS") for the sale of the Purchased Property in accordance with the bidding and auction procedures set forth on Schedule 1.3(a) hereto.
Other Bids. If Buyer or any of the Buyer's directors, officers or ---------- agents, directly or indirectly, solicit or initiate or encourage any discussions or negotiations with, or participate in any negotiations with or provide any information to or otherwise cooperate in any other way with any corporation, partnership, person or other entity or group engaged in the mortgage banking or loan servicing business concerning any merger, purchase of substantial assets or purchase of shares of capital stock of Buyer or any of its Subsidiaries, BM and BMM shall be promptly notified in writing by Buyer of any such events, including a summary of the material terms of any such proposal.
Other Bids a) No later than five (5) days after vacancies occur or new positions are created, employees in the Technician, Body Shop, Service, Storeroom, and Building/Grounds Groups shall be notified by posting a bulletin that such position is open for bid, and such bulletin shall remain posted for three (3) consecutive days. In awarding bids, the controlling criterion will be the employee's ability to do the job in question. The employee's skills must meet job description qualifications, but seniority shall be given due consideration. b) Vacations Paid time off coming open after General Bid will be held in accordance with Section 27.2. c) An employee cannot bid on another job opening for a three (3) month period after completion of the probationary period. d) Positions that become open due to retirement will be posted once the notice of retirement is received.
Other Bids. Buyer acknowledges that, pursuant to the Bid Procedures Order, and after entry of the Bid Procedures Order on the Bankruptcy Court's docket, the Company will adhere to and follow the Bid Procedures as approved by the Bankruptcy Court; provided, however, that, following completion of the Auction until the Closing (in the event that Buyer is selected as the winning bidder), the Company shall not, directly or indirectly, through any officer, director, employee, agent, professional or advisor, solicit any Alternative Transaction or participate in any negotiations or discussions with respect to any Alternative Transaction, and the Company shall not, and shall cause its Affiliates not to, (i) execute an agreement with respect to an Alternative Transaction or (ii) seek or support Bankruptcy Court approval of a motion or Order inconsistent in any material respect with the transactions contemplated by this Agreement.
Other Bids. (i) Buyer acknowledges that Sellers may receive bids ("Bids") from prospective purchasers (such prospective purchasers, the "Bidders") for the sale of all or part of the Acquired Assets (as such or in combination with other assets of Sellers) or other assets owned by Sellers as provided in the Bidding Procedures Order. All Bids shall be subject to bid incentives and protections set forth in this Section 10.1(b) and overbid protections set forth in (ii) If Sellers receive any Bids, Sellers shall have the right to select, and seek final approval of the Bankruptcy Court for, the highest or otherwise better Bid or Bids from the Bidders (the "Superior Bid"), which will be determined by considering, among other things, the (A) identity of the Bidder; (B) number, type and nature of any changes to this Agreement requested by the Bidder; (C) extent to which the identity of the Bidder or such modifications are likely to delay closing of the sale of the Acquired Assets and Assumed Liabilities to the Bidder and the cost to Sellers of such modifications or delay; (D) extent to which such Bid covers less than or more than all of the Acquired Assets and Assumed Liabilities; (E) form and amount of the total consideration to be received by Sellers; and