THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA (SAN FRANCISCO DIVISION)
January 18, 2011
MTGLQ INVESTORS, L.P., A DELAWARE LIMITED PARTNERSHIP
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,
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
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