Laserfiche WebLink
Case 14-33427 Doc 203 Filed 11/04/15 Entered 11/04/15 16:37:22 Desc Main <br />Document Page 11 of 17 <br />Required Bid Documents and meets all of the above requirements is a <br />"Qualified Bid." <br />"As Is, Where Is" <br />The sale of any of the Equipment shall be on an "as is, where is" basis and without <br />representations or warranties of any kind, nature, or description by the Debtors, their agents or <br />the Debtors' estates. All of the Debtors' right, title and interest in and to the Equipment shall be <br />sold free and clear of all pledges, liens, security interests, encumbrances, claims, charges, options <br />and interests thereon and there against (collectively, the "Interests") in accordance with § 363 of <br />the Bankruptcy Code, with such Interests to attach to the net proceeds of the sale(s) of the assets. <br />Each bidder shall be deemed to acknowledge and represent that it has had an opportunity <br />to inspect and examine the assets and to conduct any and all due diligence regarding the assets <br />prior to making its offer, that it has relied solely upon its own independent review, investigation <br />and/or inspection of any documents and/or assets in making its bid, and that it did not rely upon <br />any written or oral statements, representations, promises, warranties or guaranties whatsoever, <br />whether express, implied, by operation of law or otherwise, regarding the assets, or the <br />completeness of any information provided in connection therewith or the Auction, except as <br />expressly stated in these Bid Procedures or, as to the Successful Bidders, the respective Asset <br />Purchase Agreement(s). <br />Auction <br />After all Qualified Bids have been received, the Debtors shall conduct an auction (the <br />"Auction") with respect to any Equipment as to which a Qualified Bid has been received. The <br />Auction shall take place on , at a.mJp.m. (Prevailing Mountain <br />Time) (the "Bid Deadline") at the offices of the Debtors' counsel, 15 W. South Temple, Suite <br />1200, Salt Lake City, Utah 84101. Qualified Bidders may participate in the Auction by <br />telephone. <br />In particular, the Debtors may commence the Auction by entertaining bids for the <br />Equipment or groupings of certain of the Equipment of the Debtors. The Debtors thereafter may <br />offer the Equipment in such lots in such successive rounds as the Debtors determines to be <br />appropriate so as to obtain the highest or otherwise best bid or combination of bids for the assets. <br />The Debtors also may set opening bid amounts in each round of bidding as the Debtors <br />determines to be appropriate. Purchaser has no obligation to purchase less than all the Equipment <br />identified in the Agreement. <br />Upon conclusion of the Auction, the Debtors shall (i) review each Qualified Bid or Bids <br />on the basis of financial and contractual terms and the factors relevant to the sale process, <br />22830683 I <br />Case 14-33427 Doc 203 Filed 11/04/15 Entered 11/04/15 16:37:22 Desc Main <br />Document Page 12 of 17 <br />including those factors affecting the speed and certainty of consummating the Sale, and <br />(ii) identify the highest and otherwise best offer or group of offers for the assets (the <br />"Successful Bid(s)").4 At the Sale Hearing, the Debtors shall present to the Bankruptcy Court for <br />approval the Successful Bid(s). The Debtors may adopt rules for the bidding process at the <br />Auction that, in its judgment, will better promote the goals of the bidding process and that are <br />not inconsistent with any of the provisions of the Bankruptcy Code, any Bankruptcy Court order, <br />or these Bid Procedures. <br />Acceptance of Qualified Bids <br />The Debtors shall sell the Equipment for the highest or otherwise best Qualified Bid(s) <br />received. The Debtors' presentation to the Bankruptcy Court for approval of a particular <br />Qualified Bid does not constitute the Debtors' acceptance of the bid. The Debtors will be deemed <br />to have accepted a bid only when the bid has been approved by the Bankruptcy Court at the Sale <br />Hearing. <br />Sale Hearing <br />The Sale Hearing is presently scheduled to take place on , at <br />a.m./p.m. before the Honorable Kevin R. Anderson at the United States Bankruptcy Court for <br />the District of Utah, located in Courtroom 376 of the Frank E. Moss United States Courthouse, <br />350 South Main Street, Salt Lake City, UT 84101. The Sale Hearing may be adjoumed or <br />rescheduled without notice by an announcement of the adjourned date at the Sale Hearing. At the <br />Sale Hearing, the Debtors shall present to the Bankruptcy Court for approval the Successful <br />Bid(s) for the Equipment (and/or other assets of the Debtors). <br />Following the Sale Hearing approving the Sale of the Debtors' assets to a Successful <br />Bidder(s), if such Successful Bidder(s) fails to consummate an approved sale because of a breach <br />or failure to perform on the part of such Successful Bidder(s), the next highest or otherwise best <br />Qualified Bid, as disclosed at the Sale Hearing, shall be deemed to be the Successful Bid and the <br />Seller shall be authorized to effectuate such sale without further order of the Bankruptcy Court. <br />Modifications <br />The Debtors may: (a) determine, in its business judgment, which Qualified Bid(s), if any, <br />is the highest or otherwise best offer; and (b) reject at any time before entry of an order of the <br />Bankruptcy Court approving a Qualified Bid, any bid that, in the Debtor's sole discretion, is: <br />(i) inadequate or insufficient; (ii) not in conformity with the requirements of the Bankruptcy <br />Code, the Bid Procedures, or the terms and conditions of sale; or (iii) contrary to the best <br />interests of the Debtor, its estate, and its creditors. At or before the Sale Hearing, the Debtors <br />° Any higher or better offers must exceed the Purchaser's purchase price of $87,000.00 by at least $5,000 <br />22834683 I <br />