Common use of Qualified Bid Clause in Contracts

Qualified Bid. Only Qualified Bids will qualify for consideration at the Auction. For purposes of this Agreement, a "Qualified Bid" is a Bid that: (i) complies in all respects with Section 10.2(a); (ii) has a cash component of at least an amount sufficient to pay a Break-Up Fee to Buyer in accordance with Section 10.2(d) and provides for payment, in full, of such Break-Up Fee directly to Buyer at closing; (iii) is a proposal that Seller determines, in the good faith opinion of the Board of Directors of Seller after consultation with the independent financial advisor of Seller and the Committee, is under all circumstances, on balance, a higher and better Bid and has a value greater than or equal to the sum of (x) the value, as reasonably determined by the independent financial advisor of Seller, of Buyer's offer plus (y) the amount of the Break-Up Fee payable to Buyer pursuant to Section 10.2(d) plus (z) $200,000 over the preceding Qualified Bid; (iv) is substantially on the same or better terms and conditions as those set forth in the Definitive Sale Documentation; (v) is accompanied by satisfactory evidence of committed financing or other ability to perform; and (vi) is accompanied by a deposit (by means of a certified bank check from a U.S. bank or by wire transfer) equal to or greater than the Break-Up Fee payable to Buyer pursuant to Section 10.2(d). Such deposit shall either be returned to the Qualified Bidder in the event the Qualified Bidder's Bid is not determined to be the best Qualified Bid, or retained by Seller at the Closing and applied toward the Purchase Price. If Seller does not receive any Qualified Bids, no Auction will be conducted, Seller will report the same to the Bankruptcy Court and will proceed with a sale and assignment of the Transferred Assets to Buyer pursuant to the terms of this Agreement. This Agreement executed by Buyer shall constitute a Qualified Bid for all purposes.

Qualified Bid. Only Qualified Bids will qualify for consideration at the Auction. For purposes of this Agreement, a "Qualified BidQUALIFIED BID" is a Bid that: (i) complies in all respects with Section 10.2(a); (ii) has a cash component of at least an amount sufficient to pay a Break-Up Fee to Buyer in accordance with Section 10.2(d) and provides for payment, in full, of such Break-Up Fee directly to Buyer at closing; (iii) is a proposal that Seller determines, in the good faith opinion of the Board of Directors of Seller after consultation with the independent financial advisor of Seller and the Committee, is under all circumstances, on balance, a higher and better Bid and has a value greater than or equal to the sum of (x) the value, as reasonably determined by the independent financial advisor of Seller, of Buyer's offer plus (y) the amount of the Break-Up Fee payable to Buyer pursuant to Section 10.2(d) plus (z) $200,000 over the preceding Qualified Bid; (iv) is substantially on the same or better terms and conditions as those set forth in the Definitive Sale Documentation; (v) is accompanied by satisfactory evidence of committed financing or other ability to perform; and (vi) is accompanied by a deposit (by means of a certified bank check from a U.S. bank or by wire transfer) equal to or greater than the Break-Up Fee payable to Buyer pursuant to Section 10.2(d). Such deposit shall either be returned to the Qualified Bidder in the event the Qualified Bidder's Bid is not determined to be the best Qualified Bid, or retained by Seller at the Closing and applied toward the Purchase Price. If Seller does not receive any Qualified Bids, no Auction will be conducted, Seller will report the same to the Bankruptcy Court and will proceed with a sale and assignment of the Transferred Assets to Buyer pursuant to the terms of this Agreement. This Agreement executed by Buyer shall constitute a Qualified Bid for all purposes.

Qualified Bid. Only Qualified Bids will qualify for consideration at the AuctionAuction (as defined below). For purposes of this Agreement, a "Qualified Bid" is a Bid that: (i) complies in all respects with Section 10.2(a6.5(a); (ii) has a cash component of at least an amount sufficient to pay a satisfy the Expense Reimbursement and the Break-Up Fee to Buyer (each as defined in accordance with Section 10.2(d) and provides for payment, in full, of such Break-Up Fee directly to Buyer at closing6.5(d)); (iii) is a proposal that Seller determines, in the good faith opinion of the Board of Directors of Seller after consultation with the independent financial advisor of Seller and the CommitteeSeller, is under all circumstances, on balance, a higher and better Bid not materially more burdensome or conditional than the terms of this Agreement and has a value greater than or equal to the sum of (x) the value, as reasonably determined by the independent financial advisor of Seller, of Buyer's offer plus (y) the amount of the Expense Reimbursement and the Break-Up Fee payable to Buyer pursuant to Section 10.2(d) plus (z) in the case of the initial Qualified Bid, $200,000 1,000,000, and in the case of any subsequent Qualified Bids, $1,500,000 over the preceding Qualified Bid; (iv) is substantially on the same or better terms and conditions as those set forth in a copy of the Definitive Sale Documentation; (v) is accompanied by satisfactory evidence of committed financing or other ability to perform; and; (vi) is accompanied by a deposit (by means of a certified bank check from a U.S. bank or by wire transfer) equal to or greater than the Initial Deposit plus the Break-Up Fee payable plus the Expense Reimbursement; (vii) is accompanied by satisfactory evidence of committed financing sufficient to Buyer pursuant to Section 10.2(d). Such deposit shall either be returned repay all amounts outstanding under the Replacement Warehouse Facilities immediately upon acceptance of the Bid with financing in an amount at least equal to the Qualified Bidder in the event the Qualified Bidder's Bid is not determined Replacement Warehouse Facilities plus all accrued interests and fees due thereunder and a commitment to be the best Qualified Bid, or retained by Seller at the Closing and applied toward the Purchase Pricerepay such amounts upon acceptance of such bid. If Seller does not receive any Qualified Bids, no Auction will be conducted, Seller will report the same to the Bankruptcy Court and will proceed with a sale and assignment of the Transferred Purchased Assets to Buyer pursuant to the terms of this Agreement. This Agreement executed by Buyer shall constitute a Qualified Bid for all purposes.

Qualified Bid. Only Qualified Bids will qualify for consideration at the Auction. For purposes of this Agreement, a "Qualified BidQUALIFIED BID" is a Bid that: (i) complies in all respects with Section 10.2(a); (ii) has a cash component of at least an amount sufficient to pay a Break-Up Fee to Buyer in accordance with Section 10.2(d) and provides for payment, in full, of such Break-Up Fee directly to Buyer at closing; (iii) is a proposal that Seller determines, in the good faith opinion of the Board of Directors of Seller after consultation with the independent financial advisor of Seller and the Committee, is under all circumstances, on balance, a higher and better Bid and has a value greater than or equal to the sum of (x) the value, as reasonably determined by the independent financial advisor of Seller, of Buyer's offer plus (y) the amount of the Break-Up Fee payable to Buyer pursuant to Section 10.2(d) plus (z) $200,000 over the preceding Qualified Bid; (iv) is substantially on the same or better terms and conditions as those set forth in the Definitive Sale Documentation; (v) is accompanied by satisfactory evidence of committed financing or other ability to perform; and (vi) is accompanied by a deposit (by means of a certified bank check from a U.S. bank or by wire transfer) equal to or greater than the Break-Up Fee payable to Buyer pursuant to Section 10.2(d)Deposit. Such deposit shall either be returned to the Qualified Bidder in the event the Qualified Bidder's Bid is not determined to be the best Qualified Bid, or retained by Seller at the Closing closing for the sale of the Transferred Assets and applied toward the Purchase Price. If Seller does not receive any Qualified Bids, no Auction will be conducted, Seller will report the same to the Bankruptcy Court and will proceed with a sale and assignment of the Transferred Assets to Buyer pursuant to the terms of this Agreement. This Agreement executed by Buyer shall constitute a Qualified Bid for all purposes.

Qualified Bid. Only Qualified Bids will qualify for consideration at the AuctionAuction (as defined below). For purposes of this Agreement, a "Qualified Bid" is a Bid that: (i) complies in all respects with Section 10.2(a6.3(a); (ii) has a cash component of at least an amount sufficient to pay a satisfy 100% of the Break-Up Fee to Buyer in accordance with Section 10.2(d) and provides for payment, in full, of such Break-Up Fee directly to Buyer at closingFee; (iii) is a proposal that Seller determines, Exodus determines in the good faith opinion of the Board of Directors of Seller Exodus after consultation with the independent financial advisor advisors of Seller Exodus and the Committee, is under all circumstances, on balance, a higher and better Bid and Committee has a value value, taking into account the burdens and conditions associated with such proposal, greater than or equal to the sum of (x) the value, as reasonably determined by the independent financial advisor advisors of SellerExodus, of the Buyer's offer plus (y) the amount of the Break-Up Fee payable to Buyer pursuant to Section 10.2(d) plus (z) in the case of the initial Qualified Bid, $200,000 10,000,000, and in the case of any subsequent Qualified Bids, $1,000,000 over the preceding Qualified Bid; (iv) is substantially on the same or better terms and conditions as those set forth in the Definitive Sale Documentation; (v) is accompanied by satisfactory evidence of committed financing or other ability to perform; and; (viv) is accompanied by a deposit (by means of a certified bank check from a U.S. bank or by wire transfer) equal to or greater than $1,000,000; and (vi) includes a commitment to consummate the Break-Up Fee payable to Buyer pursuant to Section 10.2(d). Such deposit shall either be returned purchase of the Purchased Assets (including the receipt of any required governmental or regulatory approvals) within not more than 15 days after entry of an order by the Bankruptcy Court approving such purchase, subject to the Qualified Bidder in the event the Qualified Bidder's Bid is not determined to receipt of any governmental or regulatory approvals which must be the best Qualified Bid, or retained by Seller at the Closing and applied toward the Purchase Priceobtained within 60 days after entry of such order. If Seller does the Sellers do not receive any Qualified BidsBids other than this Agreement, no Auction will be conducted, Seller the Sellers will report the same to the Bankruptcy Court and will proceed with a sale and assignment of the Transferred Assets to Buyer Sale pursuant to the terms of this Agreement. This Agreement executed by For purposes of the Auction, Parent and the Buyer shall constitute Qualified Bidders, and this Agreement, including any amendments thereto, shall constitute a Qualified Bid Bid, for all purposes.