2016-01-12_GENERAL DOCUMENTS - M1982090

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Case 14-33427 Doc 269 Filed 12/19/15 Entered 12/19/15 22:42:25 Desc Imaged Certificate of Notice Page 12 of 20 Required Bid Documents and meets all of the above requirements is a "Qualified Bid." "As Is, Where Is" The sale of any of the Equipment shall be on an "as is, where is" basis and without representations or warranties of any kind, nature, or description by the Debtors, their agents or the Debtors' estates. All of the Debtors' right, title and interest in and to the Equipment shall be sold free and clear of all pledges, liens, security interests, encumbrances, claims, charges, options and interests thereon and there against (collectively, the "Interests") in accordance with § 363 of the Bankruptcy Code, with such Interests to attach to the net proceeds of the sale(s) of the assets. Each bidder shall be deemed to acknowledge and represent that it has had an opportunity to inspect and examine the assets and to conduct any and all due diligence regarding the assets prior to making its offer, that it has relied solely upon its own independent review, investigation and/or inspection of any documents and/or assets in making its bid, and that it 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 assets, or the completeness of any information provided in connection therewith or the Auction, except as expressly stated in these Bid Procedures or, as to the Successful Bidders, the respective Asset Purchase Agreement(s). Auction After all Qualified Bids have been received, the Debtors shall conduct an auction (the "Auction") with respect to any Equipment as to which a Qualified Bid has been received. The Auction shall take place on February 1, 2016, at 1:30 p.m. (MST) at the offices of the Debtors' counsel, 15 W. South Temple, Suite 1200, Salt Lake City, Utah 84101. Qualified Bidders may participate in the Auction by telephone. In particular, the Debtors may commence the Auction by entertaining bids for the Equipment or groupings of certain of the Equipment of the Debtors. The Debtors thereafter may offer the Equipment in such lots in such successive rounds as the Debtors determines to be appropriate so as to obtain the highest or otherwise best bid or combination of bids for the assets. The Debtors also may set opening bid amounts in each round of bidding as the Debtors determines to be appropriate. Purchaser has no obligation to purchase less than all the Equipment identified in the Agreement. Upon conclusion of the Auction, the Debtors shall (i) review each Qualified Bid or Bids on the basis of financial and contractual terms and the factors relevant to the sale process, including those factors affecting the speed and certainty of consummating the Sale, and 23119107.4