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Mtglq Investors, L.P., A Delaware Limited Partnership v. Alameda Chemical & Scientific

THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA (SAN FRANCISCO DIVISION)


January 18, 2011

MTGLQ INVESTORS, L.P., A DELAWARE LIMITED PARTNERSHIP
PLAINTIFF,
v.
ALAMEDA CHEMICAL & SCIENTIFIC, INC., A CALIFORNIA CORPORATION; ALAMEDA CHEMICAL & SCIENTIFIC OF ARIZONA, INC., A CALIFORNIA CORPORATION; ALAMEDA CHEMICAL & SCIENTIFIC OF IDAHO, INC., A CALIFORNIA CORPORATION; ALAMEDA CHEMICAL & SCIENTIFIC OF SOUTHERN CALIFORNIA, INC., A CALIFORNIA CORPORATION; HIGH TECHNOLOGY PACKAGING, INC., A CALIFORNIA CORPORATION; MILLER LAND, CATTLE & WINE #2 LIMITED LIABILITY COMPANY, A CALIFORNIA LIMITED LIABILITY COMPANY; MILLER LAND, CATTLE & WINE #3 LIMITED LIABILITY COMPANY, A CALIFORNIA LIMITED LIABILITY COMPANY; MILLER LAND, CATTLE & WINE #4 LIMITED LIABILITY COMPANY, A CALIFORNIA LIMITED LIABILITY COMPANY; RONALD F. MILLER, INDIVIDUALLY; and L. ELAINE MILLER, INDIVIDUALLY,
DEFENDANTS.

The opinion of the court was delivered by: Elizabeth D. Laporte United States Magistrate Judge

ORDER AUTHORIZING THE SALE OF CERTAIN PROPERTY OF THE RECEIVERSHIP ESTATE AND APPROVING A CERTAIN ASSET SALE AGREEMENT ENTERED INTO BY THE RECEIVER

On January 18, 2011, Kyle Everett (“Receiver”), the receiver in the above-entitled action, petitioned this Court for an order (1) authorizing the sale of the Sale Assets described below and (2) approving the terms of that certain Purchase and Sale Agreement relating to the sale of property located at 7071 W. Frye Road, Chandler, Arizona.

Appearances at the hearing are as noted in the record. Having considered the Motion and all related and supplemental pleadings, any opposition thereto, and the arguments of counsel,

THE COURT FINDS THAT:

A. Notice of the Motion was proper and adequate.

B. The Buyer described below has acted in good faith and is entitled to the protections of 28 U.S.C. §§ 2001 and 2004.

Based on the foregoing and the findings and conclusions stated orally in the record, and good cause appearing therefore,

IT IS HEREBY ORDERED THAT:

1. The Notice of the Motion and the hearing thereon, including, but not limited to, the Receiver's publication of the notice, is approved as proper and adequate under the circumstances.

SALE OF ASSETS APPROVED:

2. The Motion is granted and the assets to be sold are that certain real property located at 7071 W. Frye Road, Chandler, Arizona, together with the buildings and improvements located thereon and the rights and appurtenances pertaining thereto and all personal property including machinery, equipment, fixtures, furniture, vehicles and other personal property, if any, located thereon and owned by the corporate defendants (collectively, the “Chandler Facility”).

3. The Receiver is authorized to sell the Chandler Facility to ArmorWorks Enterprises, LLC (“Armor”) pursuant to the terms of the Purchase and Sale Agreement and Joint Escrow Instructions (the “Chandler PSA”) entered into by and between Armor and the Receiver dated October 25, 2010. The terms of the Chandler PSA are hereby approved.

4. The Receiver may assent to non-material changes to the Chandler PSA without further order of the Court. In addition, the Receiver is authorized to sign, on behalf of the Corporate Defendants (as that term is defined in the Sale Motion) any amendments to the Chandler PSA that may be necessary to ensure that the title holder to the personal property covered by the Chandler PSA is a party to it.

5. Terms not otherwise defined in this Order shall have the meanings ascribed to them in the Chandler PSA.

SALE PROCEDURE APPROVED:

6. The Receiver is authorized to sell the Chandler Facility through a private sale pursuant to 28 U.S.C. § 2001(b).

7. The Court finds that the proposed sale complies with 28 U.S.C. § 2001(b)

8. The Chandler Facility is to be sold “as is” with the Receiver making no representations or warranties, express or implied, at law or in equity, with respect to the title, condition of assets, value of assets, or any other representations or warranties other than those contained in the Chandler PSA.

9. The Chandler Facility shall be deemed sold free and clear of liens, with the liens, if any, attaching to the proceeds of the sale.

ELIZABETH D. LAPORTE UNITED STATES MAGISTRATE JUDGE

20110118

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