Qualified Bidder. Prior to the Termination Date Dow will consider the Xxxxxx Parties to be “qualified bidders” in respect of any publicly announced divestiture in which the Xxxxxx Parties have expressed their written interest; provided, however, that Dow shall not be obligated to give any member of the Xxxxxx group any preferential treatment or enter into any agreement with the Xxxxxx Parties in connection with any such divestiture. For the avoidance of doubt, no preferential treatment shall be given to any bid submitted by the Xxxxxx Parties in connection with any such divestiture and Dow shall retain the right, in its sole and absolute discretion, to enter into any agreement with any third party with respect to any such divestiture.
Qualified Bidder. Any person or entity prequalified under Section 14.15 who bids for capacity rights being released under this Section 14, including a Replacement Shipper under either a Prearranged Asset Manager Release, or a Prearranged Release to a Marketer Participating in a State-Regulated Retail Access Program.
Qualified Bidder. Unless otherwise ordered by the Bankruptcy Court, for cause shown, or as otherwise determined by the Seller, in order to participate in the bidding process, each person (a "Potential Bidder"), other than the Purchaser, must deliver (unless previously delivered) to Seller:
11.3.1. An executed confidentiality agreement in form and substance satisfactory to Seller.
11.3.2. Current audited financial statements of the Potential Bidder, or, if the Potential Bidder is an entity formed for the purpose of acquiring the Acquired Assets and the Purchased Intellectual Property, current audited financial statements of the equity holders of the Potential Bidder who shall guarantee the obligations of the Potential Bidder, or such other form of financial disclosure and credit-quality support or enhancement acceptable to Seller and its financial advisors; and
11.3.3. A preliminary (non-binding) written proposal regarding: (i) the purchase price; (ii) any assets expected to be excluded; (iii) the structure and financing of the transaction (including, but not limited to, the sources of financing for the Purchase Price and the requisite Good Faith Deposit); (iv) any anticipated regulatory approvals required to close the transaction, the anticipated time frame and any anticipated impediments for obtaining such approvals; (v) any conditions to closing that it may wish to impose in addition to those set forth in this Agreement; and (vi) the nature and extent of additional due diligence it may wish to conduct and the date by which such due diligence will be completed.
11.3.4. A Potential Bidder that delivers the documents described in the previous subparagraphs above and whose financial information and credit-quality support or enhancement demonstrate the financial capability of the Potential Bidder to consummate the Sale, if selected as a successful bidder, and that the Seller determines in its sole discretion is likely (based on availability of financing, experience and other considerations) to be able to consummate the Sale within the time frame provided by this Agreement shall be deemed a "Qualified Bidder". Notwithstanding the foregoing, Purchaser shall be deemed a Qualified Bidder for purposes of the Bidding Process. As promptly as practicable, after a Potential Bidder delivers all of the materials required above, Seller shall determine, and shall notify the Potential Bidder, whether such Potential Bidder is a Qualified Bidder. At the same time that Seller notifies the Pote...
Qualified Bidder. Each Qualified Bidder shall be invited to attend the Auction at the Office of Thompson Coburn LLP, which Auction must be attended in person. Sellex xxx xxx Xxxxxny shall cause the Auction to commence at 10 a.m. (Central Time) on May 16, 2006, provided the Procedures Order has been entered prior to such date. Subject to the limitations set forth above, the opening price at such Auction shall be the highest and/or best offer of a Qualified Bidder (as determined by the Committee in its sole discretion after consultation with the Bondholders, Seller and the Company). Subsequent bids shall be in increments of $100,000 or such greater amount as 38 designated by the Committee from time to time during the Auction. At the request of Buyer, Seller shall provide or cause the Committee to provide its valuation of any competing bid that constitutes the highest and/or best offer at the time of such request. Seller, the Company and the Committee shall consider bids submitted by Buyer and the Qualified Bidders during the Auction and the Committee, after consultation with the Bondholders, Seller and the Company, shall make a determination of the highest and/or best offer in its sole discretion. The determination of which bidder has submitted the highest and/or best offer for the Closing Shares and/or the Riverboat Casino Assets, as applicable, at the Auction shall be made by the Committee in its sole discretion after consultation with the Bondholders, Seller and the Company, subject to the final determination by the Court at the Sale Hearing referred to in Section 9(b). At the Sale Hearing, the Court shall consider the results of the Auction and shall make a final determination of the highest and/or best offer to the Company's bankruptcy estate. After the determination of the winning bidder, Seller, or the Company, as applicable, shall promptly execute the Sale and Purchase Agreement previously executed and submitted by such winning bidder, together with any changes thereto necessitated by the parties' actions at the Auction.
Qualified Bidder. The Receiver shall deem Buyer as a Qualified Bidder and this Agreement as a Qualified Bid, as defined in the Bidding Procedures.
Qualified Bidder. Unless otherwise ordered by the Bankruptcy Court, for cause shown, or as otherwise determined by Sellers in their sole discretion, in order to participate in the Bidding Process, each Person (a “Potential Bidder”), other than Buyer, must deliver (unless previously delivered) to Delphi, its counsel, its in-house counsel, and its financial advisors at the addresses provided in Section 10.3:
10.2.1 An executed Confidentiality Agreement in form and substance satisfactory to
10.2.2 Current audited financial statements of the Potential Bidder, or, if the Potential Bidder is an entity formed for the purpose of acquiring the Acquired Assets and the Business, current audited financial statements of the equity holders of the Potential Bidder who will guarantee the obligations of the Potential Bidder, or such other form of financial disclosure and credit-quality support or enhancement acceptable to Delphi and its financial advisors; and
10.2.3 A preliminary (non-binding) written proposal regarding: (i) the purchase price range; (ii) any assets and/or equity interests expected to be excluded; (iii) the structure and financing of the transaction (including, but not limited to, the sources of financing for the purchase price and all requisite financial assurance); (iv) any anticipated regulatory approvals required to close the transaction, the anticipated time frame and any anticipated impediments for obtaining such approvals; (v) any conditions to closing that it may wish to impose in addition to those set forth in this Agreement; and (vi) the nature and extent of additional due diligence it may wish to conduct and the date by which such due diligence will be completed.
Qualified Bidder. To be determined a qualified bidder (the "Qualified Bidder"), one must: (i) provide a fully executed purchase and sale agreement for the Property in form substantially similar to this Agreement ("Qualified Bid PSA"), acceptable to Seller,
Qualified Bidder. A Bidder that has been deemed eligible to participate beyond Phase I as described in Section 1.9.7.
Qualified Bidder a Person (a) who has delivered to Seller an executed confidentiality agreement in form and substance substantially the same as the confidentiality agreement dated June 13, 2001 by and between Buyer and Seller (except that, prior to submission of a Qualified Bid, disclosure of the Qualified Bidder’s interest and proposal but not identity shall be permitted), (b) who has delivered to Seller a Competing Proposal that Seller, in good faith and upon the advice of its independent financial advisors, believe is reasonably likely to lead to a higher and better offer for the Assets, and (c) whom Seller in good faith determines is reasonably likely (based on the availability of financing and proof of financial wherewithal, experience and other relevant considerations) to be able to consummate a transaction based on the Competing Proposal, if selected as the successful bidder for the subject assets. For avoidance of doubt, Buyer shall be deemed to be a Qualified Bidder;
Qualified Bidder. Each Qualified Bidder shall be invited to attend an outcry auction (the "Auction") at the Office of Xxxxxxxx Xxxxxx, LLP, which Auction must be attended in person. The Seller and the Company shall cause the Auction to commence at 1 p.m. (Central Time), on October 7,
