Overbid Procedures Sample Clauses

Overbid Procedures. The parties acknowledge that, notwithstanding anything to the contrary herein, under the Bankruptcy Code and applicable law Seller must take reasonable steps to demonstrate that it has sought to obtain the highest or best price possible for the Acquired Assets, including, but not limited to, giving notice of the transactions contemplated by this Agreement to creditors and other interested parties as ordered by the Bankruptcy Court, providing information about the Acquired Business to responsible bidders subject to appropriate confidentiality agreements, entertaining higher or better offers from responsible bidders, and, if necessary, conducting an auction. To facilitate the foregoing, Seller shall, promptly following the Petition Date, seek the entry of an order (the "Overbid Procedures Order") providing for procedures substantially similar to the following procedures: (a) Seller shall give notice of the transactions contemplated by this Agreement to such persons and in such manner as the Bankruptcy Court shall direct. (b) Unless this Agreement has been terminated in accordance with its terms and except as provided pursuant to Section 5.4(a), Seller will not authorize or permit any of its officers, directors or employees, or any investment banker, financial adviser, attorney, accountant or any other representative to solicit, initiate or encourage, or take any other direct or indirect action to facilitate, any inquiry or the making of any proposal that constitutes, or may reasonably expected to lead to, an Overbid (as hereinafter defined); provided, however, that if, after Bankruptcy Court approval of the Overbid Procedures Order, the Board of Directors of Seller determines in good faith that it is necessary to do so to comply with its fiduciary duties under corporate law or the Bankruptcy Code, Seller may, in response to an unsolicited Overbid (x) provide public and non-public information concerning the Acquired Business to those parties who have delivered an Overbid, which meets the requirements of clause (c) below, provided that such party executes a confidentiality agreement substantially the same as the Confidentiality Agreement, and (y) participate in negotiations or discussions concerning such Overbid. Seller shall promptly notify Purchaser in writing of (i) any proposal received from any third party within 24 hours of the Seller's receipt of such proposal, and (ii) any inquiry or request for information from any third party within five Business Day...

Overbid Procedures. GC acknowledges that Sponsors have expended and will continue to expend considerable time and money in developing the Proposed Transaction, which it is not prepared to continue, however, except upon the terms hereof. GC and Sponsors therefore agree that the following overbid procedures (the "Overbid Procedures"), among others, shall be employed with respect to the Plan or any other chapter 11 plan for GC that incorporates the Sponsors Investment:

Overbid Procedures. Third parties interested in acquiring the Servicing Rights, may submit to the Seller an acquisition proposal (an "Acquisition Proposal") including terms and conditions that are at least as favorable to the Seller as those set forth in this Agreement, in accordance with the provisions of a sales procedure order of the Bankruptcy Court which shall include terms and procedures as set forth in the order entered on June 29, 2000.

Overbid Procedures. The following procedures (the "Overbid Procedures") shall be used by Seller in connection with the acquisition or sale of the Property: (a) Any third party (an "Offeror") who desires to submit a competing offer (a "Competing Offer") for the Property (i) must present an offer on substantially the same terms and conditions as are set forth in this Agreement, including the requirement that such Competing Offer be for all of the Property; (ii) must deposit a security deposit with Seller in the form of a cashier's check or certified check equal to the Escrow Deposit, as defined in Section 1.3 of this Agreement; (iii) must contain an acknowledgment that if the Offeror is determined by Seller to have the highest and best offer, the Offeror shall be obligated to execute an agreement that will contain terms and conditions substantially similar to this Agreement; (iv) cannot contain any conditions inconsistent with this Agreement; (v) must be accompanied by proof, in a form satisfactory to Seller, of the Offeror's financial ability to consummate its offer for the Property; (vi) must contain a minimum initial bid for the Property that is 7.5% greater than the Purchase Price under this Agreement; (vii) must contain an acknowledgment that the Competing Offer shall remain open and irrevocable until the closing of a sale under this Agreement and (viii) otherwise comply with the terms and conditions of the Bankruptcy Court Order. (b) Competing Offers must be received no later than 5:00 p.m. on August 10, 2000 (the "Competing Offer Deadline") and shall be directed to (i) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.), (ii) Berlack, Israels & ▇▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.), (iii) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.), (iv) Keen Realty Consultants, Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇), (v) ▇▇▇▇▇ Realty, LP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Suite 1300, Chicago, Illinois, 60604 (Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇), and (vi) ▇'▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.C., ▇▇▇ ▇. ▇▇▇▇▇▇ Drive, Suite 2800, Chicago, Illinois, 60601 (Attn: Marc. ▇. ▇▇▇▇▇▇). (c) If any Competing Offers are received by the Competing Offer Deadline, an auction (the "Auction") shall be conducted at the adjourned hearing in connection with Seller's motion seeking...

Overbid Procedures. At 11:00 AM, Eastern Time, on the date of the 363 Hearing, Purchaser and all Third Parties submitting or intending to submit Acquisition Proposals shall attend an overbid auction to be conducted by Seller at the Bankruptcy Court (the "Overbid Auction"). Purchaser also may attend the Overbid Auction at which it may, in its sole and absolute discretion, improve the terms of this Agreement (a "Topping Offer"). Purchaser and any Third Party submitting an Acquisition Proposal may improve upon their respective offers to Seller at any time prior to the conclusion of the Overbid Auction, in increments of at least $250,000 in consideration. The Overbid Auction shall be deemed concluded in Seller's discretion, and in any event no later than the commencement of the 363 Hearing. Neither Purchaser nor any Third Party shall be entitled to improve their respective Acquisition Proposals after the conclusion of the Overbid Auction without the Bankruptcy Court's express approval.

Overbid Procedures. Debtor agrees to use its Best Efforts to obtain an Order of the Bankruptcy Court substantially in the form of Exhibit 2.10, and Debtor agrees to abide by and comply with the procedures set forth therein.

Overbid Procedures. The term Overbid Procedures shall mean the following procedures for the Sellers to pursue an Alternative Transaction: (i) any offer by a third party for an Alternative Transaction (the "Offeror") must be received at least eight (8) Business Days prior to the hearing on the Sales Order by each of Rona▇▇ ▇. ▇▇▇▇, ▇▇q., Stut▇▇▇, ▇▇ei▇▇▇▇ & ▇lat▇ ▇▇▇fessional Corporation, 3699 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇oy▇ ▇▇▇▇▇ ▇▇ Grei▇ & ▇ompany, 777 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 29th Floor, Los Angeles, California 90017, and John ▇▇▇▇, ▇▇esident, Bumble Bee Seafoods, Inc., 8899 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (▇i) all offers for an Alternative Transaction must be made in the form of a definitive written purchase agreement, complete with all exhibits and accompanied by the definitive form of any ancillary documents contemplated thereby. The definitive purchase agreement must be signed by the Offeror and contain a representation and warranty that it is the valid and binding agreement of the Offeror, enforceable against the Offeror in accordance with its terms. The definitive purchase agreement cannot contemplate the closing of the transactions contemplated thereby on a day later than the 180th day following the commencement of the Sellers chapter 11 cases; (iii) all offers for an Alternative Transaction must be accompanied by evidence that establishes to the Sellers, in their sole and absolute discretion, that the Offeror is ready, willing and able to perform its obligations, monetary or otherwise, under the definitive purchase agreement; (iv) all offers for an Alternative Transaction must be accompanied by a certified or official bank check in the amount of the Overbid Fee payable to the order of IHF together with an acknowledgment that such check may be delivered to IHF contemporaneously with the Seller's termination of the Agreement as provided in Section 11.2. hereof and acceptance of the offered Alternative Transaction, with the Offeror having no recourse against IHF and its only recourse with respect to Sellers is to have such amount credited against the purchase price it is obligated to pay as, if and when the offered Alternative Transaction is consummated; (v) upon receipt of an offer for any Alternative Transaction, the Sellers will promptly notify IHF in writing and indicate in such notice, the identity of the Offeror and a complete and accurate description of the material terms of such Alternative Transaction, and...

Overbid Procedures. Purchaser acknowledges that Seller has entered into a Agreement dated January 4, 2000 with WCIC Furniture, Inc. and Purchaser acknowledges and agrees that it is submitting this Agreement as a "Topping Offer" as described therein.

Overbid Procedures. Buyer acknowledges that the sale of Acquired Assets pursuant to this Agreement is subject to overbids and an auction at the hearing to be conducted by the Bankruptcy Court and the Sale Procedures approved by the Bankruptcy Court.