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<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,
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<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
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