Case Nos. 05-31688-HDH-11, 05-31696-BJH-11, 05-31695-HDH-11, 05-31694-BJH-11, 05-31697-SAF-11, 05-31693-HDH-11, 05-31689-SAF-11, 05-31690-HDH-11, 05-31691-SAF-11, 05-31692-BJH-11, 05-31956-HDH-11, 05-32021-BJH-11, Jointly Administered Under Case No. 05-31688-HDH-11.United States Bankruptcy Court, N.D. Texas, Dallas Division.
August 31, 2005
Glenn A. Portman, Bennett, Weston LaJone, P.C., Dallas, Texas, ATTORNEYS FOR THE ENTITY DEBTORS.
E. PAUL KEIFFER, COUNSEL TO THE OFFICIAL CREDITORS COMMITTEE.
Page 2
ORDER GRANTING EXPEDITED MOTION TO SELL MRI MACHINE LOCATED IN SAN ANTONIO FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES CAME ON to be considered the “Expedited Motion To Sell MRI Machine Located In San Antonio Free of Liens, Claims and Encumbrances” (“Motion”), filed herein by the above Debtors (“Debtors”). The Court finds that it has jurisdiction to enter this order as to the Debtors, that cause exists to grant the relief requested in the Motion and that such relief is in the best interests of the estates and all parties in interest. The Court further finds that sufficient notice of the Motion was provided to appropriate parties-in-interest under the circumstances and no objection was timely filed.
THE COURT HEREBY FINDS:
1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue of the Chapter 11 Cases is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.
2. Cause exists to grant the Motion, and a reasonable opportunity to object or to be heard regarding the relief requested in the Motion has been afforded to all interested persons and entities, including Comerica Bank, Northeast Bank and the Taxing Authorities described in the Motion.
3. The purchase bid by the proposed buyer is reasonable and likely to result in the highest and best price which could be received for the personal property proposed to be sold pursuant to the Motion.
Page 3
4. The transfer to the buyer pursuant to the Motion will be valid, legal and effective transfer of the personal property to such buyer, free and clear of all liens, claims, encumbrances and interests pursuant to Bankruptcy Code § 363(f).
5. The sale described in the Motion will have been conducted in “good faith” and the buyer is a buyer in good faith for value entitled to the protections of Bankruptcy Code § 363(m) and any applicable or similar bankruptcy and non-bankruptcy law.
6. The Entity Debtors are authorized to effect the proposed sale on the terms in the Motion, except as announced in court that the buyer will remove the room housing the MRI machine from the building to effect removal of the alteration from the building.
7. The ten day stay should be waived for the sale and this Order shall be effective upon entry and the buyer is determined to have purchased in good faith.
THEREFORE, IT IS ORDERED THAT:
1. The Motion be and is hereby approved, and, the Entity Debtors are authorized to sell the personal property free and clear of all existing liens, claims, encumbrances and interests with Rosen Systems, Inc. holding the proceeds with all liens (Taxing Authorities and Comerica Bank) attaching to the proceeds which will not exceed the liens of secured parties.
2. The proposed sales shall be by Rosen Systems, Inc. which shall effect the sale and hold the proceeds until further order of the Court, and, is retained at its ten percent (10%) commission (a buyers premium) without further fee application.
3. All proceeds of sale shall be held by Rosen Systems, Inc. until further order of the Court directing the allocation of the disbursement of the proceeds (approximately $53,000.00) among the appropriate secured parties with the liens of the holders of secured claims attaching to
Page 4
the proceeds to the same validity, extent and priority as they currently exist on the collateral to be sold, subject to the Debtors’ right to object to such claims.
4. The sale shall be free and clear of all liens, claims, encumbrances and interests when sold.
5. Sale free and clear of liens of secured parties under § 363(f)(5) and 363(k) are subject to the rights of the holder of a secured claim to credit bid the “value of the lien.” No secured party objected or asserted a credit bid.
6. This Order waives the 10-day stay provided in Bankruptcy Rules 6004(g) and is effective upon entry.
7. The sale has been conducted in “good faith” with the buyer being a buyer in good faith for value entitled to the protections of Bankruptcy Code § 363(m) and any applicable or similar bankruptcy and non-bankruptcy law.
8. The buyer shall remove the room in which the equipment is located from the building.
The following constitutes the order of the Court.
Page 1