Overbid Requirements Sample Clauses
The Overbid Requirements clause sets out the conditions under which a higher offer can be submitted in a transaction, typically in the context of auctions or sales subject to overbidding. It usually specifies the minimum amount by which a new bid must exceed the current highest bid, the process for submitting such bids, and any deadlines or qualifications that must be met. This clause ensures a fair and transparent process for accepting higher offers, preventing confusion or disputes over how overbids are handled and encouraging competitive bidding.
Overbid Requirements. A bid is a letter from a Qualified Bidder (other than Buyer, whose participation as a Qualified Bidder shall be on the terms set forth in this Agreement) stating that (X) the Qualified Bidder offers to purchase the Turbines upon the terms and conditions set forth in a copy of this Agreement attached to such letter, marked to show those amendments and modifications to this Agreement including price, terms, and assets to be acquired that the Qualified Bidder proposes (a "Marked Agreement"), and (Y) the Qualified Bidder’s offer is irrevocable until the closing of the sale of the Turbines or such date as is specified in the Bid Procedures Order. Seller will consider a bid only if the bid:
(A) provides for a purchase price to Seller of at least two million one hundred forty-five thousand dollars ($2,145,000.00) over the Purchase Price;
(B) is on terms that are substantially comparable to the terms of this Agreement, including the posting of an ▇▇▇▇▇▇▇ money deposit in the amount of five percent (5%) of the purchase price proposed by such bidder either in the form of a deposit into an escrow account upon terms substantially similar to Deposit Escrow Agreement or of a letter of credit upon terms substantially equivalent to the Buyer Letter of Credit or;
(C) is not conditioned on obtaining financing or on the outcome of unperformed due diligence by the bidder with respect to the assets sought to be acquired;
(D) does not request or entitle the bidder to any topping fee, termination fee, expense reimbursement or similar type of payments; and
(E) is received by the Bid Deadline. A bid received from a Qualified Bidder that meets the above requirements is a "Qualified Bid". A Qualified Bid will be valued based upon factors such as the net value provided by such bid (including consideration of any obligations of Seller in respect of any Topping Fee and Expense Reimbursement) and the likelihood and timing of consummating such transaction. Buyer’s offer contained in this Agreement shall constitute a Qualified Bid.
Overbid Requirements. At the Auction, Qualified Bidders shall be permitted to increase their bids. The Auction shall start at the highest purchase price stated in the highest or otherwise best Qualified Bid as disclosed to all Qualified Bidders prior to the commencement of the Auction and continue in increments of $10,000.00.