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 5.8(a); (ii) if and only if, as of the Bid Deadline, the conditions described in Section 6.1 have been satisfied and no action described in Section 6.1(b) shall have been threatened, is a proposal that Parent determines has a value, when taken together with the value of any Acquired Assets that would be retained by Sellers or transferred to another purchaser, greater than or equal to the sum of (A) the value, as reasonably determined by the independent financial advisor of Sellers, of Buyer's offer plus (B) the amount of the Break-Up Fee plus (C) the amount of the Expense Reimbursement plus (D) in the case of the initial Qualified Bid (other than Buyer's Qualified Bid represented by this Agreement), 1.5% of the Cash Consideration plus (E) in the case of any subsequent Qualified Bids, 0.5% of the Cash Consideration; (iii) is substantially on the same or better terms and conditions as set forth in a copy of Definitive Sale Documentation; and (iv) is accompanied by evidence of committed financing or other ability to perform satisfactory to Parent. If Sellers do not receive any Qualified Bids, Sellers will report the same to the Bankruptcy Court and will proceed with a sale and assignment of the Acquired Assets to Buyer and the assumption by Buyer of the Assumed Liabilities. 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 (defined below). For purposes of this Agreement, a "Qualified Bid" is a Bid that: (i) complies in all respects with Section 5.8(a7.2(a); (ii) if and only if, as of the Bid Deadline, the conditions described in Section 6.1 have been satisfied and no action described in Section 6.1(b) shall have been threatened, is a proposal that Parent determines has a value, when taken together with the value cash component of any Acquired Assets that would be retained by Sellers or transferred to another purchaser, greater than or at least an amount equal to the sum of (Aa) the value, as reasonably determined by cash component of Purchasers' Bid (including the independent financial advisor of Sellers, of Buyer's offer Deposit Amount and the Indemnity Escrow Amount) plus (Bb) the amount of the Break-Up Fee plus (Cc) the amount of the Expense Reimbursement (for purposes of this subsection only, the Expense Reimbursement shall be estimated at one million dollars ($1,000,000)) plus (Dd) such portion of the three million seven hundred thousand dollars ($3,700,000) of Liabilities constituting Employee and Related Liabilities to the extent the Qualified Bid does not propose to assume all or any portion of such Liabilities plus (e) in the case of the initial Qualified Bid Bid, two million dollars (other than Buyer's Qualified Bid represented by this Agreement$2,000,000), 1.5% of the Cash Consideration plus (E) and in the case of any subsequent Qualified Bids, 0.5% of one million dollars ($1,000,000) over the Cash Considerationpreceding Qualified Bid; (iii) is a proposal that Sellers determine, in the good faith opinion of the Boards of Directors of Sellers, and after taking into account the benefits of this Agreement to its constituencies (as well as the potential costs of pursuing other transactions) is not materially more burdensome or conditional than the terms of this Agreement and is in the best interest of the estate and its constituencies; (iv) is substantially on the same or better terms and conditions as set forth in a copy of the Definitive Sale Documentation; and; (ivv) is accompanied by satisfactory evidence of committed financing or other ability to perform satisfactory and is not subject to Parentany due diligence, financing or other contingencies; (vi) is accompanied by a cash deposit of two million dollars ($2,000,000) (the "Deposit"), which shall be refunded by the Sellers in the event that such Qualified Bid is not a Successful Bid and which shall be credited towards the Purchase Price in the event such Bid is the Successful Bid, provided that Purchasers shall pay the Deposit upon the entry of an order approving the Bidding Procedures in accordance with Section 3.2 above; and (vii) does not entitle or seek to entitle the Qualified Bidder to any expense reimbursement or termination or similar fee. If Sellers do not receive any Qualified Bids, Sellers will report the same to the Bankruptcy Court and will proceed with a sale and assignment of the Acquired Purchased Assets to Buyer and the assumption by Buyer of the Assumed LiabilitiesPurchasers. This Agreement executed by Buyer Purchasers shall constitute a Qualified Bid for all purposesPurposes.

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 5.8(a4.16(a); (ii) if has a cash component of at least an amount sufficient to satisfy the Expense Reimbursement and only if, the Break-Up Fee (each as of the Bid Deadline, the conditions described defined in Section 6.1 have been satisfied and no action described in Section 6.1(b4.16(d)); (iii) shall have been threatened, is a proposal that Parent determines Seller determines, in the good faith opinion of the Board of Directors of Seller after consultation with the independent financial advisor of Seller, is not materially more burdensome or conditional than the terms of this Agreement and has a value, when taken together with the value of any Acquired Assets that would be retained by Sellers or transferred to another purchaser, greater than or equal to the sum of (Ax) the value, as reasonably determined by the independent financial advisor of SellersSeller, of BuyerPurchaser's offer plus (By) the amount of the Expense Reimbursement and the Break-Up Fee plus (C) the amount of the Expense Reimbursement plus (Dz) in the case of the initial Qualified Bid (other than Buyer's Qualified Bid represented by this Agreement)Bid, 1.5% of the Cash Consideration plus (E) $5,000,000, and in the case of any subsequent Qualified Bids, 0.5% of $1,000,000 over the Cash Considerationpreceding Qualified Bid; (iiiiv) is substantially on the same or better terms and conditions as set forth in a copy of Definitive Sale Documentation; and (ivv) is accompanied by satisfactory evidence of committed financing or other ability to perform satisfactory to Parentperform. If Sellers do Seller does not receive any Qualified Bids, Sellers Seller will report the same to the Bankruptcy Court and will proceed with a sale and assignment of the Acquired Assets to Buyer and the assumption by Buyer of the Assumed Liabilities. This Agreement executed by Buyer shall constitute a Qualified Bid for all purposes.to