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Qualified Bids Sample Clauses

Qualified Bids. A. A bid or offer received from a Qualifying Bidder will constitute a "Qualified Bid" only if such bid or offer includes all of the Qualified Bid Documents (as defined below), meets all of the Qualified Bid Requirements (as defined below), and is accompanied by the Good Faith Deposit (as defined below). B. In order to be deemed a Qualifying Bidder and participate in the Bidding Process, each Qualifying Bidder, must deliver the following documents (collectively, the "QUALIFIED BID DOCUMENTS") to counsel for the Debtors by no later than 4:00 P.M. (prevailing Eastern time) on January __, 2009 (the "BID DEADLINE"): i. a written offer stating that: (A) such Qualifying Bidder offers to purchase all, or substantially all, of the Lenox Assets and to assume such liabilities as may be identified by the Qualifying Bidder; (B) such Qualifying Bidder is prepared to enter into a legally binding purchase and sale agreement for the acquisition of the Lenox Assets and assumption of liabilities, on terms and conditions set forth in a mark-up of the Purchase Agreement submitted by such Qxxxxfying Bidder; and (C) such Qualifying Bidder's offer is irrevocable through and including the date of the Auction; and ii. a copy of a Purchase Agreement marked to show changes made by the Qualifying Bidder executed by such Qualifying Bidder. C. In addition, all bids must satisfy the following requirements (collectively, the "QUALIFIED BID Requirements"): i. the bid is in cash and the assumption of liabilities; ii. the bid provides for payment in full, in cash of all obligations outstanding under the Debtors' DIP Financing and/or all claims of the Revolving Lenders under the Amended and Restated Revolving Credit Agreement dated April 20, 2007; iii. the bid is not conditioned upon approval by the Bankruptcy Court of any bid protections, such as a termination fee, expense reimbursement or similar type of payment; iv. the bid fully discloses the identity of each entity that will be bidding or otherwise participating in connection with such bid, and the complete terms of any such participation; and v. the Qualifying Bidder acknowledges and represents that: (A) the Qualifying Bidder had an opportunity to conduct any and all due diligence regarding the Lenox Assets prior to submitting its bid; (B) the Qualifying Bidder has relied solely upon its own independent review, investigation and/or inspection of any documents and/or the Lenox Assets in making its bid; (C) the Qualifying Bidder did not r...
Qualified Bids. The General Terms and Conditions and Supplemental Terms and Conditions included in this bid document will govern the performance of the work. No other terms and conditions will be accepted. Bids that are conditioned in any way, or Bids that take exception in any way to the Pend Oreille Counties’ General and Supplemental Ter-ms and responsive.
Qualified Bids. A bid shall be considered a “Qualified Bid” if it shall: a) Be accompanied by an executed confidentiality agreement in form and substance satisfactory to Stayton; b) Be accompanied by such bidder's Deposit in the form of cash or letter of credit equal to $50 million, which deposit or letter of credit shall meet all the requirements set forth in Section 2.4 of the Agreement; c) Constitute such bidder's binding and irrevocable contractual commitment to purchase all, but not less than all, of the Properties, without being subject to any due diligence, inspection, financing or other contingencies; d) Provide for (i) payment of cash in respect of that portion of the Purchase Price representing the Cash Consideration Amount and (ii) issuance of an equity interest to the Rollover Member in accordance with Section 2.6 of the Agreement if the Rollover Equity Election is made by Stayton; e) Be accompanied by executed copies of the Transaction Documents, modified, as necessary, to reflect the terms of the bid (and shall include a redline of the bidder's proposed modifications against the Transaction Documents theretofore executed by Blackstone Purchaser); f) Be consistent in all material respects with the Transaction Documents executed by Blackstone Purchaser without requiring any further modifications to the Distribution Plan, the Reorganization Plan or the other Plan Documents; and g) Provide that Stayton is entitled to perform due diligence with respect to such Qualified Bidder in accordance with the Bid Procedures.
Qualified Bids. Pursuant to the Bidding Procedures Order, any and all Qualified Bids shall have been submitted on or prior to January 5, 2016 (or such later date as agreed in writing by all of the Parties hereto) (the “Bid Deadline”). If any Qualified Bid is submitted prior to the Bid Deadline, Sellers shall have commenced the auction contemplated by the Bidding Procedures on or prior to January 7, 2016 (or such later date as agreed in writing by all of the Parties hereto).
Qualified Bids. (1) Qualified Purchase Bids and Qualified Investment Bids shall hereinafter be referred to as "Qualified Bids" and each a "Qualified Bid" and each bidder who has submitted a Qualified Bid shall hereinafter be referred to as a "Qualified Bidder". (2) Notwithstanding Section 5.2 and Section 5.3 hereof, the Vendors, in consultation and with the prior written consent of the Secured Creditors acting reasonably, may waive compliance with any one or more of the Qualified Bid requirements specified herein, and deem such noncompliant bids to be Qualified Purchase Bids or Qualified Investment Bids, as the case may be.
Qualified Bids. A bid will be considered only if the bid: 11.7.1. Is on terms and conditions (other than the amount of the consideration and the particular liabilities being assumed) that are substantially similar to, and are not materially more burdensome or conditional to Seller than, those contained in the Agreement. 11.7.2. Is not conditioned on obtaining financing or on the outcome of unperformed due diligence by the bidder. 11.7.3. Proposes a transaction that Seller determines, in its sole discretion, is not materially more burdensome or conditional than the terms of the Agreement and has a value, either individually or, when evaluated in conjunction with any other Qualified Bid, greater than or equal to the sum of the Purchase Price plus the amount of the Break-Up Fee, plus: (i) in the case of the initial Qualified Bid, $500,000.00; and (ii) $250,000.00 in the case of any subsequent Qualified Bids, over the immediately preceding highest Qualified Bid. 11.7.4. Is not conditioned upon any bid protections, such as a break-up fee, termination fee, expense reimbursement or similar type of payment. 11.7.5. An acknowledgement and representation that the bidder: (i) has had an opportunity to conduct any and all due diligence regarding the Acquired Assets and Purchased Intellectual Property prior to making its offer; (ii) has relied solely upon its own independent review, investigation and/or inspection of any documents and/or the Acquired Assets and Purchased Intellectual Property in making its bid; and (iii) did not rely upon any written or oral statements, representations, promises, warranties or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the Acquired Assets, or the completeness of any information provided in connection therewith or the Auction, except as expressly stated in the Agreement or the Marked Agreement. 11.7.6. Includes a commitment to consummate the purchase of the Acquired Assets and Purchased Intellectual Property (including the receipt of any required governmental or regulatory approvals) within not more than fifteen (15) days after entry of an order by the Bankruptcy Court approving such purchase, subject to the receipt of any governmental or regulatory approvals which must be obtained within sixty (60) days after entry of such order. 11.7.7. The bid is received by the Bid Deadline. A bid received from a Qualified Bidder will constitute a "Qualified Bid" only if it includes all of the Required Bid Documents...
Qualified Bids. A bid will be considered only if the bid: 10.6.1 Is not conditioned on obtaining financing or on the outcome of unperformed due diligence by the bidder. 10.6.2 Proposes a transaction on terms and conditions (other than the amount of the consideration and the particular liabilities being assumed) that Delphi determines, in its sole but reasonable discretion, are similar to, and are not materially more burdensome or conditional than the terms of the Agreement and that has a value, either individually or, when evaluated in conjunction with any other Qualified Bid, greater than or equal to the sum of the Preliminary Purchase Price plus the amount of the Break-Up Fee plus the aggregate amount of the Advance Payment, plus: (i) in the case of the initial Qualified Bid, $1,000,000; and (ii) $500,000 in the case of any subsequent Qualified Bids, over the immediately preceding highest Qualified Bid.
Qualified BidsThe Credit Parties shall have not, on or before July 15, 2014, received one or more Qualified Bids (as defined in the Strategic Transaction Bidding Procedures Motion) for (i) one or more asset sales that will result in sufficient aggregate net cash proceeds to pay, upon the consummation of the asset sale transaction(s) but in no event later than the Termination Date, in full in cash all Obligations (other than contingent obligations not yet due and payable) or (ii) an Acceptable Reorganization Plan, accompanied by sufficient capital and financing commitments for any equity or debt financing that contemplates paying, on the effectiveness thereof but in no event later than the Termination Date, in full in cash all Obligations under the Loan Documents (other than contingent obligations not yet due and payable).

Related to Qualified Bids

  • Eligible Bidders 3.1 This Invitation for Bids is open to all bidders from the eligible countries as defined under the IBRD Guidelines for Procurement. Any materials, equipment, and services to be used in the performance of the Contract shall have their origin in the eligible source countries. 3.2 All bidders shall provide in Section 2, Forms of Bid and Qualification Information, a statement that the Bidder is not associated, nor has been associated in the past, directly or indirectly, with the Consultant or any other entity that has prepared the design, specifications, and other documents for the Project or being proposed as Project Manager for the Contract. A firm that has been engaged by the Borrower to provide consulting services for the preparation or supervision of the works, and any of its affiliates, shall not be eligible to bid. 3.3 Government-owned enterprises in the Employer’s country may only participate if they are legally and financially autonomous, operate under commercial law and are not a dependent agency of the Borrower or Sub-borrower. 3.4 Bidders shall not be under a declaration of ineligibility for corrupt and fraudulent practices issued by the Bank in accordance with sub-clause 37.1.

  • Bids (a) Bid Opening. Bids will be opened and announced as stated in the Invitation to Bid.

  • National Competitive Bidding Goods estimated to cost less than $250,000 equivalent per contract and works estimated to cost less than $500,000 equivalent per contract, may be procured under contracts awarded on the basis of National Competitive Bidding.

  • Competitive Bidding 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents.

  • Credit Bidding The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

  • Shift Bidding 1. Commencing October 1 of each calendar year, shift bids will be open for the following year. The selection of work shifts will be made by the seniority bid process. Those with the highest seniority will bid first among their job classification within the Patrol Division. Seniority will be based on hire date to, or promotion date of, your job classification. Positions include Patrol Officer and Patrol Sergeant. Shifts will be bid for an entire calendar year with markup changes on January 1, April 1, July 1, and October 1. Each Employee will be allotted a maximum of two (2) work days after notification to complete his/her bidding. 2. Shift selection shall be assigned through the seniority bidding process for all Guild members, excluding probationary officers. The Chief of Police shall have exclusive discretion to assign probationary officers to shifts based upon a need to further training, to evaluate and to meet departmental needs. Probationary assignments shall be made without altering non-probationary officer(s) shift bids if at all possible. In the event non- probationary officer(s) bid upon shifts are changed, the shift re-bid process defined in Article 8 (D) shall apply. Upon completion of probation, an officer will then be included in the seniority bidding process based upon their original date of hire. (prior MOU draft) 3. The Chief of Police retains the exclusive right to determine the starting time of the work shifts and the number of shifts in a work day; provided that in the event that an Employee’s routine shift starting time is changed by more than two (2) hours and/or the Employee’s routine work days are changed after the bidding process, the Department must provide notice of the shift changes in accordance with Article 8 (F) and must allow for the opportunity of a shift rebid process. 4. This section shall be interpreted as a waiver of the Guild’s right to bargain changes in the starting times of work shifts in accordance with its terms, but shall not be considered a waiver of the Guild’s right to require the Employer to bargain over changes in the length of the work shifts, for example, five 8’s, four 10’s, 10:40’s, 11:25’s, 12’s, etc.

  • Competitive Bid Loans The Company may obtain loans under Sections 1.1 and 1.2 pursuant to the competitive bid procedures set forth in the Section 1.10 ("Competitive Bid Loans"), subject to the terms and conditions of Section 1.1 or 1.1 (as the case may be), except as otherwise provided in this Section 1.10. Each Bank may make such Competitive Bid Loans to the Company, subject to the terms and conditions hereof, in such amounts as such Bank, in its sole discretion, desires to make to the Company. Notwithstanding any contrary provision of Section 1.1, the aggregate outstanding amount of Competitive Bid Loans made against the Aggregate Commitment shall reduce each Bank's Commitment pro rata in accordance with its respective Percentage Interest, regardless of which Bank makes such Competitive Bid Loans. Any Competitive Bid Loan made under the Demand Line shall be due and payable upon demand in accordance with the terms of this Agreement, notwithstanding any of the terms of such Competitive Bid Loan. The procedure for making Competitive Bid Loans shall be as follows: (a) The Company may make requests for bids from the Banks to make Competitive Bid Loans ("Competitive Bids") not later than 9:00 a.m., Milwaukee time, on the proposed borrowing date for one or more Competitive Bid Loans. Each such request shall be given directly to each of the Banks, shall be given in writing (which may be a facsimile transmission) signed by the Company, and shall specify (I) the proposed borrowing date, which shall be a Business Day, (ii) the aggregate amount of the requested Competitive Bid Loans, which shall not be less than $1,000,000 or, for amounts in excess thereof, an integral multiple of $100,000, (iii) the interest period for each Competitive Bid Loan ("Loan Period"), which shall commence on the applicable borrowing date and end on a specified date thereafter not exceeding 180 days from such borrowing date (up to three (3) Loan Periods may be requested pursuant to each Competitive Bid), and the last day of each such Loan Period, and (iv) if more than one Loan Period is so specified, the principal amount allocable to each such Loan Period. (b) Each Bank in its sole discretion may (but is not obligated to) submit one or more Competitive Bids to the Company not later than 11:00 a.m., Milwaukee time, on the proposed borrowing date specified in such request for Competitive Bids (such 11:00 a.m. time being herein called the "Submission Deadline") by facsimile or in writing, and thereby irrevocably offer to make all or any part (any such part referred to as a "Portion") of any Competitive Bid Loan described in the relevant request for Competitive Bids at a fixed rate of interest per annum (each a "Bid Rate") specified therein, without reference to the LIBOR Rate or other basis for interest rates, in an aggregate principal amount of not less than $1,000,000 and, for amounts in excess thereof, an integral multiple of $100,000. Multiple Competitive Bids may be delivered by any Bank. (c) The Company shall, in its sole discretion but subject to paragraph (d) below, irrevocably accept or reject any such Competitive Bid (or any Portion thereof) not later than 12:00 noon on the proposed borrowing date by notice to the appropriate Bank by telephone (confirmed in writing promptly delivered to such Bank and the Agent the same day). If a Bank fails to receive notice from the Company of its acceptance or rejection of any Competitive Bids made by such Bank at or prior to 12:00 noon on such day, all such Competitive Bids shall be deemed to have been rejected by the Company. The Company's written acceptance of any Competitive Bid shall constitute a borrowing notice of the Company, and shall specify the amount, maturity date and Bid Rate for each Competitive Bid Loan. The Company will give written notice to the Agent in the form of Part 3 to Exhibit 2.1 hereto on each Business Day on which there is any change in the aggregate outstanding principal amount of Competitive Bid Loans, setting forth the aggregate principal amount of all Competitive Bid Loans then outstanding after giving effect to any Competitive Bid Loans made on such Business Day. (d) If the Company accepts a Portion of a proposed Competitive Bid Loan for a single Loan Period at the Bid Rate provided therefor in a Bank's Competitive Bid, such Portion shall be in a principal amount of $1,000,000 or, for amounts in excess thereof, an integral multiple of $100,000. If the Company accepts any Competitive Bid Loan or Portion offered in any Competitive Bid, the Company must accept Competitive Bids (and Competitive Bid Loans and Portions thereby offered) based exclusively upon the successively lowest Bid Rates within each Loan Period an no other criteria. If two (2) or more Banks submit Competitive Bids with identical Bid Rates for the same Loan Period and the Company accepts any thereof, the Company shall accept all such Competitive Bids as nearly as possible in proportion to the amounts of such Banks' respective Competitive Bids with identical Bid Rates for such Loan Period, provided, that if the amount of Competitive Bid Loans to be so allocated is not sufficient to enable each such Bank to make such Competitive Bid Loan (or Portions thereof) in an aggregate principal amount of $1,000,000, or for amounts in excess thereof, an integral multiple of $100,000, the Company shall round the Competitive Bid Loans (or Portions thereof) allocated to such Bank or Banks as the Company shall select as necessary to a minimum of $1,000,000 and, if greater than $1,000,000 the nearest multiple of $100,000, or select the Competitive Bid of only one of such Banks. (e) Not later than 1:30 p.m., Milwaukee time, on the relevant borrowing date, each Bank whose Competitive Bid was accepted by the Company shall make available to the Agent, in immediately available funds, the proceeds of such Bank's Competitive Bid Loan(s). Upon fulfillment of the applicable borrowing conditions, the Agent shall deposit in the Company's account maintained with the Agent or as the Company may otherwise direct in writing on the relevant borrowing date the proceeds of such Competitive Bid Loans, in immediately available funds. (h) Section 2.2(b) of the Credit Agreement is amended by adding an additional subparagraph (3) thereto, reading in its entirety as follows:

  • LATE BIDS 23.1 Any bid received by the Employer after the deadline for submission of bids prescribed in Clause 22 will be returned unopened to the bidder.

  • Successful Bidder The responsible Bidder submitting the lowest responsive Bid.

  • E-Bidders intending to authorize any person to execute the Memorandum/Contract of Sale upon successful bidding of the property shall do so by furnishing the following documents to the Auctioneer: a. The person’s NRIC copy (front and back); and b. A copy of the relevant Letter of Authorization.