The successful bidders (each a “Purchaser”) will be deemed to have entered into a binding agreement with the Company for the purchase of a Listing and the Purchaser shall proceed to execute the formal written agreement. The agreement will consist of the Offer to Purchase and its schedules (“OTP/SPA”).
Information contained on the Auction Site, shall be the basis for and nothing shall be deemed to change or supplement this basis except for revisions to the above documents issued by the Company as addenda.
By submitting a bid, Bidder acknowledges reading in its entirety the OTP/SPA as provided within the auction website and agrees to be bound by the terms and conditions therein. The Bidder further acknowledges that it has understood the terms and conditions contained within the OTP/SPA and acknowledges that it has had the opportunity to obtain independent legal advice prior to signing; no one on behalf of the Company or Company’s Broker, has or will offer legal advice to Bidders.
TERMS AND CONDITIONS OF THE AUCTION PROCESS
General Information and Instructions
Bidders Shall Bear Their Own Costs – Bidders shall bear all costs associated with or incurred in the preparation of bids, including, if applicable, costs incurred for meetings or demonstrations.
Communication regarding Bids and/or Auction Site
Bidders to Review Documentation – Bidders should promptly examine all of the documents attached with each of the Listings before submitting a bid; report any errors, omissions or ambiguities; and direct questions or seek additional information by notifying the Company’s Broker via contact details provided on the Auction Listing or by notifying the Company through the Auction Site system.
Questions and Answers – Any questions or communications regarding the Listings should be submitted to the Company’s Broker via e-mail. Technical questions or communications should be submitted using the online Q&A Page on the Auction Site. It is the responsibility of the Bidder to seek clarification on any matter it considers to be unclear. The Company will not be responsible for any misunderstanding on the part of the Bidder concerning the Auction Bidding Process.
All New Information to Bidders by Way of Addenda – Details of each of the Listings may be amended only by way of an addendum in accordance with this section. If the Company, for any reason, determines that it is necessary to provide additional information relating to the Listings, such information will be communicated to all bidders by an addendum posted to the Auction Site. Each addendum forms an integral part of the bidding process.
No Extraneous Information or Incorporation by Reference – Bidder is requested to avoid submitting, along with its bid, any extraneous information unless specifically related to the bid. The content of websites or other external documents referred to in the Bidder’s submission will not be considered to form part of its bid.
Bidder Communication – Bidders shall not consult with other Bidders while preparing for and during the Auction process.
Negotiations and Notification
Highest Bidder – At the Auction Close, the highest Bidder on each individual Listing will become the Purchaser of the Listing (the “Purchaser”) and will receive an electronic version of the OTP/SPA from the Company for execution electronically and execute the same together with providing the required deposit as per Clause 3. in the OTP/SPA. Purchaser acknowledges and agrees that the OTP/SPA cannot be revoked by Purchaser pending receipt of the deposit and execution of the OTP/SPA. Upon receipt of the signed OTP/SPA and Deposit from Purchaser, the Company will execute the OTP/SPA.
Failure to Enter into Contract – Bidders should note that if the Purchaser cannot execute an OTP/SPA within the allotted five (5) business days, the Company may invite the next-highest Bidder to enter into an agreement. This process shall continue until an OTP/SPA is formalized, until there are no more Bidders remaining that are eligible or until the Company elects to cancel the bidding process.
Purchaser understands and agrees that any electronic / digital signature has full force and effect as Purchaser’s original signature. Purchaser shall receive a fully executed version of the OTP/SPA via email address or facsimile number provided at time of registration.
The date upon which the Company executes the OTP/SPA shall be deemed the Acceptance Date as described within the OTP/SPA.
Confidential Information of Company - All information provided by or obtained from the Company in any form (i) is the sole property of Company and must be treated as confidential; (ii) is not to be used for any purpose other than replying to any Auction questions and (iii) shall be returned by the Bidders to the Company immediately or destroyed upon the request of the Company. Bidders agree to treat any information provided by the Company on the Auction Site, as confidential information
Confidential Information of Bidders - Except to the extent allowed by a separate written confidentiality agreement, if any, signed by the parties and expressly pertaining to the Auction, Bidders understand that neither the Company nor its affiliates accept any obligation of confidentiality with respect to items acquired or any information disclosed by Bidders to the Company in response to the Auction.
Disqualification for Misrepresentation – The Company may disqualify the Bidder or rescind an OTP/SPA subsequently executed if the Bidder’s submission contains misrepresentations or any other inaccurate, misleading or incomplete information.
Cancellation - The sale of the Listings is subject to the reservation unto the Company of the following rights, namely; (a) to refuse the highest or any bid; and (b) to withdraw one or more of the Listings for sale at any time before or after the closing date
Terms and Conditions of the Auction Process: (a) are included for greater certainty and are intended to be interpreted broadly and separately (with no particular provision intended to limit the scope of any other provision); (b) are non-exhaustive (and shall not be construed as intending to limit the pre-existing rights of the parties to engage in pre-contractual discussions in accordance with the common law governing direct commercial negotiations); and (c) are to be governed by and construed in accordance with the laws of the Province or State in which the Listing is situated.
Illegal Information Brokering
The Company and Bidders are aware of a practice where consultants (termed “Illegal Information Brokers”) approach third parties and offer them confidential information or illicit influence to obtain business through the corruption of a competitive process. Bidders recognizes that the practice of Illegal Information Brokering or any corruption of the competitive process is not permitted by the Company and Bidders warrants and represents that it has not and will not utilize Illegal Information Brokering in connection with bid submission. Bidders agree that if an Illegal Information Broker approaches the bidder concerning this Auction, bidder will contact the Company. The Company undertakes that the information will be treated with the utmost confidentiality and also that the Company will handle the Auction with extra security measures in order to prevent any competitor from gaining an unfair advantage.