Andrew S. Conway, Esq. Hearing Date: March 15, 2017 TAUBMAN [PDF]

Feb 21, 2017 - Taubman Landlords for Entry of an Order Compelling Payment of Due and ... Suite 300, Bloomfield Hills, MI

16 downloads 4 Views 1MB Size

Recommend Stories


15 march 2017 wednesday
If you feel beautiful, then you are. Even if you don't, you still are. Terri Guillemets

MT GAMBIER JUMPS REPORT Date: Wednesday 15 March 2017 Track
Don't watch the clock, do what it does. Keep Going. Sam Levenson

Melbourne: 14-15 March 2017
You often feel tired, not because you've done too much, but because you've done too little of what sparks

Trimble TerraFlex March 15, 2017
Be grateful for whoever comes, because each has been sent as a guide from beyond. Rumi

leonard s. levy, esq
Forget safety. Live where you fear to live. Destroy your reputation. Be notorious. Rumi

Scott S. Markus, Esq
I want to sing like the birds sing, not worrying about who hears or what they think. Rumi

Hearing Notice for March 7, 2017
Nothing in nature is unbeautiful. Alfred, Lord Tennyson

15 DATE
Never let your sense of morals prevent you from doing what is right. Isaac Asimov

AGRITECHNICA ASIA 2017, 15-17 March 2017
Suffering is a gift. In it is hidden mercy. Rumi

Wednesday, 15 March 2017 Thursday, 16 March 2017
There are only two mistakes one can make along the road to truth; not going all the way, and not starting.

Idea Transcript


16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 1 of 13

Andrew S. Conway, Esq. TAUBMAN 200 East Long Lake Road – Suite 300 Bloomfield Hills, MI 48304 Telephone: (248) 258-7427 Facsimile: (248) 258-7586 Email: [email protected]

Main Document

Hearing Date: March 15, 2017 Time: 11:00a.m. Objection Deadline: March 9, 2017 at noon

and Alan D. Halperin, Esq. Donna H. Lieberman, Esq. HALPERIN BATTAGLIA BENZIJA, LLP 40 Wall Street – 37th Floor New York, New York 10005 Telephone: (212) 765-9100 Facsimile: (212) 765-0964 Email: [email protected] [email protected] Counsel to the Taubman Landlords UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x In re: : : AÉROPOSTALE, INC., et al., : : Debtors. : : x ------------------------------------------------------------

Chapter 11 Case No. 16-11275 (SHL) (Jointly Administered)

NOTICE OF HEARING ON MOTION OF THE TAUBMAN LANDLORDS FOR ENTRY OF AN ORDER COMPELLING PAYMENT OF DUE AND UNPAID CURE AMOUNTS AND LEASE OBLIGATIONS WITH RESPECT TO CERTAIN ASSUMED AND ASSIGNED REAL PROPERTY LEASES

PLEASE TAKE NOTICE that a hearing shall be held on March 15, 2017 at 11:00 a.m. (New York time) (the “Hearing”) before the Honorable Sean H. Lane, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New York,

{00265479.1 / 0706-003 }

16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 2 of 13

Main Document

One Bowling Green, Courtroom 701, New York, New York 10004, to consider the Motion of the Taubman Landlords for Entry of an Order Compelling Payment of Due and Unpaid Cure Amounts and Lease Obligations with Respect to Certain Assumed and Assigned Real Property Leases (the “Motion”). PLEASE TAKE FURTHER NOTICE that objections, if any, to the relief sought in the Motion shall be in writing, state with particularity the basis for the objection, and be filed with the Bankruptcy Court in accordance with the Local Rules of the Bankruptcy Court of the Southern District of New York (the “Local Rules”) by users of the Bankruptcy Court's case filing system, and by all other parties, on a 3.5 inch disk, with a hard copy to Chambers, and served in accordance with the Local Rules and upon Halperin Battaglia Benzija, LLP, 40 Wall Street, 37th Floor, New York, New York 10005, Attn: Donna H. Lieberman, Esq. and Taubman, 200 East Long Lake Road – Suite 300, Bloomfield Hills, MI 48304, Attn: Andrew Conway, Esq., so as to be received no later than 12:00 noon on March 9, 2017 (the “Objection Deadline”). PLEASE TAKE FURTHER NOTICE that if no objections are timely filed and served, the Court may enter the proposed order without further notice or hearing. Dated: New York, New York February 21, 2017 HALPERIN BATTAGLIA BENZIJA, LLP By: /s/ Donna H. Lieberman Alan D. Halperin, Esq. Donna H. Lieberman, Esq. 40 Wall Street – 37th Floor New York, New York 10005 Telephone: (212) 765-9100 Facsimile: (212) 765-0964 [email protected] [email protected] and

{00265479.1 / 0706-003 }

2

16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 3 of 13

Main Document

Andrew S. Conway, Esq. TAUBMAN 200 East Long Lake Road – Suite 300 Bloomfield Hills, MI 48304 Telephone: (248) 258-7427 Facsimile: (248) 258-7586 Email: [email protected] Counsel to the Taubman Landlords

{00265479.1 / 0706-003 }

3

16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 4 of 13

Main Document

Andrew S. Conway, Esq. TAUBMAN 200 East Long Lake Road – Suite 300 Bloomfield Hills, MI 48304 Telephone: (248) 258-7427 Facsimile: (248) 258-7586 Email: [email protected] and Alan D. Halperin, Esq. Donna H. Lieberman, Esq. HALPERIN BATTAGLIA BENZIJA, LLP 40 Wall Street – 37th Floor New York, New York 10005 Telephone: (212) 765-9100 Facsimile: (212) 765-0964 Email: [email protected] [email protected] Counsel to the Taubman Landlords UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------- x In re: : : AÉROPOSTALE, INC., et al., : : Debtors. : : x -----------------------------------------------------------

Chapter 11 Case No. 16-11275 (SHL) (Jointly Administered)

MOTION OF THE TAUBMAN LANDLORDS FOR ENTRY OF AN ORDER COMPELLING PAYMENT OF DUE AND UNPAID CURE AMOUNTS AND LEASE OBLIGATIONS WITH RESPECT TO CERTAIN ASSUMED AND ASSIGNED REAL PROPERTY LEASES TO THE HONORABLE SEAN H. LANE, UNITED STATES BANKRUPTCY JUDGE:

16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 5 of 13

Main Document

The Taubman Landlords, by their undersigned counsel, make this motion (the “Motion”) for entry of an order interpreting and enforcing the terms of this Court’s Sale Order (defined below) and compelling the above-captioned debtors (together, the “Debtors”) or Aero OpCo LLC (“Aero Opco” or the “Assignee”), as applicable, to make payment of amounts due under three leases which were assumed by the Debtors and assigned to the Assignee, pursuant to the terms of the Sale Order and the requirements of section 365(b) of the Bankruptcy Code. In support of their Motion, the Taubman Landlords respectfully represent as follows: STATEMENT OF FACTS (a) Background 1.

The Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code

on May 4, 2016 (the “Petition Date”). The Debtors have continued to operate their business and manage their assets as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 2.

As of the Petition Date, the Taubman Landlords were the owners or operators of

numerous retail shopping centers at which the Debtors were tenants pursuant to unexpired real property leases. This Motion pertains to leased premises at three of those Taubman shopping centers: (i) Dolphin Mall Associates LLC, a/k/a Dolphin Mall and located in Miami, Florida (Debtors’ store # 787); (ii) SunValley Shopping Center LLC, a/k/a SunValley and located in Concord, California (Debtors’ store # 141); and (iii) West Farms Mall, LLC, a/k/a Westfarms Mall and located in Farmington, Connecticut (Debtors’ store # 1087) (together, the “Subject Leases”). (b) The Sale and Lease Assumption Process 3.

On July 29, 2016, the Court entered its Order (I) Approving Second Amended Disclosure

Statement; (II) Approving Notice of Disclosure Statement Hearing; (III) Shortening Notice for Disclosure Statement Hearing; (IV) Establishing a Record Date; (V) Establishing Notice and Objection 2

16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 6 of 13

Main Document

Procedures for Confirmation of the Plan; (VI) Approving Solicitation Packages and Procedures for Distribution Thereof; (VII) Approving the Form of Ballot and Establishing Procedures for Voting on the Plan; (VII) Approving the Form of Notice to Non-Voting Classes Under the Plan; (IX) Approving Sale and Bidding Procedures for Sale of Substantially All of the Debtors’ Assets Pursuant to the Plan; (X) Approving Procedures for Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; (XI) Approving Related Notices; and (XII) Granting Related Relief (D.N. 527) (the “Procedures Order”) approving, among other things, procedures and deadlines regarding executory contracts and unexpired leases that the Debtors proposed to assume or assume and assign in connection with the Sale Transaction (as defined in the Procedures Order). 4.

The Taubman Landlords timely filed The Taubman Landlords’ Cure Claims Objection,

dated August 9, 2016, with respect to seven leases, including all of the Subject Leases (D.N. 577)(the “Cure Objection”). 5.

On September 13, 2016, the Court entered its Order (I) Approving the Purchase

Agreement Among Sellers and Buyer Consortium, (II) Authorizing the Sale of Certain of the Debtors’ Assets Free and Clear of Liens, Claims, Interests, and Encumbrances, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Leases in Connection Therewith, and (IV) Granting Related Relief (D.N. 809) (the “Sale Order”). The Sale Order, among other things, established procedures for identifying leases that were to be assumed and assigned, set deadlines for cure claim objections and authorized the assumption and assignment of leases without further order of the Court. 6.

The Sale Order includes two other provisions which are of particular relevance to this

Motion. The Order states in pertinent part: Buyer Consortium acknowledges and agrees that from and after the Closing, subject to the terms of this Buyer Consortium Sale Order, it shall comply with the terms of each assumed and assigned Transferred Contract or Assumed Lease in its entirety, including, 3

16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 7 of 13

Main Document

without limitation, any indemnification obligations expressly contained in such Transferred Contracts or Assumed Leases and any accrued rent or other charges billed or which will come due after the Closing Date. Sale Order, paragraph 27. The Sale Order further provides that: This Court shall retain exclusive jurisdiction to, among other things, (i) interpret, enforce and implement the terms and conditions of this Buyer Consortium Sale Order and the Purchase Agreement (including, without limitation, all amendments thereto, any waivers and consents thereunder, and of each of the agreements executed in connection therewith) and (ii) adjudicate disputes related to this Buyer Consortium Sale Order and the Purchase Agreement (including, without limitation, all amendments thereto, any waivers and consents thereunder, and of each of the agreements executed in connection therewith). Sale Order, paragraph 43. 7.

The Purchase Agreement approved by and attached to the Sale Order contains definitions

of Buyer Cure Costs and Sellers’ Cure Costs, with Buyer Cure Costs being defined as “all Cure Costs arising out of (i) the assumption by the applicable Seller and assignment to Buyer of the Assumed Leases…”. See Sale Order, Exhibit A (page 59). 8.

The Debtors filed a Notice of Assumption and Assignment of Unexpired Leases on

November 7, 2016 (D.N. 940), consistent with the terms of the Sale Order, and identified five Taubman leases and corresponding cure amounts in that notice. The leased premises at the Sunvalley and West Farms Malls were included in the November 7th notice. The Debtors subsequently filed a Notice of Assumption and Assignment of Unexpired Leases on November 9, 2016 (D.N. 946), and identified the Taubman lease and corresponding cure amount for Dolphin Mall in that notice. 9.

The Taubman Landlords timely filed The Taubman Landlords’ Second Amended Cure

Claims Objection, dated November 17, 2016, in connection with the two notices, and raised objections to the cure amounts asserted by the Debtors with respect to all of the Subject Leases (D.N. 970)(the “Amended Cure Objection”). The Amended Cure Objection contested the cure amounts asserted by the 4

16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 8 of 13

Main Document

Debtors, provided correct information about the liquidated amounts owed under the leases of the Taubman Landlords and reserved rights as to accruing and/or unliquidated amounts. The Amended Cure Objection provided in pertinent part: The cure amounts necessary to assume the Taubman Leases with the debtors through November 16, 2016, not including pecuniary losses incurred by the landlords, additional amounts due after November 16, 2016, and year-end adjustments for common area maintenance, taxes and percentage rent is as follows:1 The amounts shown as liquidated, due and owing as of November 16, 2016 were (i) Dolphin Mall $216,344.18, (ii) Sunvalley Mall - $31,378.52, and (iii) West Farms Mall - $71,525.32, and the exhibits attached to the Amended Cure Objection detailed, on a lease-by-lease basis, the nature of the obligations (minimum rent, percentage rent, storage fees, etc.) and the time period during which the obligations accrued. 10.

As set forth in the Declaration of Martha L. Fisher, a Manager of Lease Administration for

Taubman, which is attached hereto as Exhibit A (the “Fisher Declaration”), following the filing of the Amended Cure Objection, she had discussions with representatives of the Buyer Consortium, including Ilir Dika, the Director of Lease Audits for Aero Opco. The discussions resulted in an agreement between Taubman and the Assignee concerning the cure amounts that were already billed and due (and the amounts were adjusted slightly downward by the parties)2, as well as the responsibility of the Assignee to pay accruing lease obligations such as percentage rent as they came due. The Subject Leases were then assumed and assigned to Aero Opco (the Buyer Consortium’s designee) and the Assignee has occupied the premises at Dolphin, Sunvalley and West Farms Malls continuously since the Closing Date.

1

The Cure Objection contained almost identical language, as pursuant to each of the Subject Leases, the tenant is obligated to pay percentage rent, taxes and common area maintenance. 2

Taubman agreed to waive certain charges in reaching agreement with the Assignee, and those waived charges are not included in this Motion. Fisher Declaration, paragraph 10. 5

16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 9 of 13

Main Document

(c)

The Current Dispute

11.

In January of 2017, Taubman followed up with the Assignee concerning a significant

portion of the agreed cure amounts that remained unpaid. These were amounts due and owing for percentage rent and certain other charges under the Dolphin Mall lease, and for unpaid minimum rent and other charges under the Sunvalley and West Farms leases. All of these amounts had been asserted in the Amended Cure Objection and included in the agreement of Taubman and the Assignee regarding cure amounts, but to date, no payment has been made to Taubman. Fisher Declaration, paragraphs 10-11. 12.

As set forth in the Fisher Declaration, while the Assignee paid a portion of the agreed cure

amounts, as of the date of this Motion, the following agreed amounts are still due and owing to Taubman: (i)

Dolphin Mall Percentage rent for period 5/2016 through 9/2016: Sales tax on percentage rent:

13,622.24

Other charges (storage fees and sales taxes): Total (ii)

3,754.85 $211,980.50

Sunvalley Mall Minimum rent for period 6/2016 through 9/2016: Storage fees for 7/2016:

$11,933.54 1,351.00

Total (iii)

$194,603.41

$13,284.54

West Farms Mall Minimum rent/ related charges for period 6/2016 through 9/2016:

$38,507.83

Fisher Declaration, paragraph 11. The total amount of Taubman’s cure claims under the Subject Leases that remains unpaid as of the date of this Motion is $263,772.87. 13.

The amounts shown above were among the amounts asserted in the Amended Cure 6

16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 10 of 13

Main Document

Objection and agreed to by the Assignee (subject to minor adjustments resulting from discussions between the parties). However, these amounts have not been paid, despite the fact that Taubman has made several demands for payment of the amounts due. Rather, the Assignee has notified Taubman that it believes that the due and unpaid portions of the cure claims for the Subject Leases are the responsibility of the Debtors. Fisher Declaration, paragraphs 9,13. 14.

In addition, all of the Subject Leases contain payment provisions for year-end adjustments,

as noted in the Cure Objection and the Amended Cure Objection. The adjustments for calendar year 2016 have not been fully calculated and have not yet been billed (although Taubman expects that the final numbers will be determined shortly), and are an additional obligation under the Subject Leases. JURISDICTION AND VENUE 15.

This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §1334 and the

“Amended Standing Order of Referral of Cases to Bankruptcy Judges” for the Southern District of New York, dated January 31, 2012 (Preska, C.J.). This is a core proceeding pursuant to 28 U.S.C. §157(b). The statutory predicate for the relief requested herein is section 365(b) of the Bankruptcy Code, and the terms of this Court’s Sale Order. Venue of this proceeding and this Motion is proper pursuant to 28 U.S.C. §§1408 et seq. RELIEF REQUESTED 16.

By this Motion, the Taubman Landlords seek the entry of an order pursuant to section

365(b) of the Bankruptcy Code and the terms of the Sale Order, compelling and directing the immediate payment of the amounts due and owing to the Taubman Landlords in connection with the Subject Leases, whether by the Debtors or the Assignee. The Subject Leases are Assumed Leases within the meaning of the Sale Order, and are governed by the terms of that Order. 17.

The assumption of the Subject Leases was dependent upon the Debtors’ compliance with 7

16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 11 of 13

Main Document

the requirements of section 365(b) of the Bankruptcy Code, including, but not limited to, promptly paying the “cure” amounts due and owing under each of the Subject Leases as of the effective date of the assumption and assignment, and providing adequate assurance of future performance. 11 U.S.C. §365(b)(1). The amounts as to which Taubman seeks payment in this Motion are cure claims which were specifically identified in the Amended Cure Objection, and the amounts (which were adjusted slightly downward by Taubman after discussions with the Assignee) are undisputed. 18.

Months after the Subject Leases were assigned to the Assignee, the cure claims remain

unpaid, in violation of the plain language of section 365(b)(1)(A) of the Bankruptcy Code. The apparent reason for this failure to comply with the law is a dispute between the Debtors and the Assignee about which of these parties is responsible for making the cure payments. 19.

The Sale Order provides that this Court retains exclusive jurisdiction to interpret, enforce

and implement the terms and conditions of the Sale Order and the Purchase Agreement, and to adjudicate disputes related to the Sale Order and the Purchase Agreement. Sale Order, paragraph 43. The Taubman Landlords therefore respectfully request that this Court determine who is liable for payment of the cure amounts that remain due under the Subject Leases, and compel and direct the appropriate party to make the now overdue payment within ten days of the date of the Court’s order with respect to this Motion. 20.

In addition, the Taubman Landlords note that the Sale Order at paragraph 27 specifically

addresses the issue of future performance, and places the responsibility for payment of obligations that were accruing but not yet due as of the Closing Date upon the buyer. (As noted above, paragraph 27 of the Sale Order provides that the buyer “shall comply with the terms of each assumed and assigned Transferred Contract or Assumed Lease in its entirety, including,…. any accrued rent or other charges billed or which will come due after the Closing Date.”) In order to avoid further motion practice and unnecessary expense, the Taubman Landlords respectfully request that the Court address any confusion 8

16-11275-shl

Doc 1140

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 12 of 13

Main Document

among the Debtors and the Assignee about which party is responsible for payment of amounts that accrued before the Closing Date but came due at or after year end.

NOTICE 21.

Notice of this Motion has been given to: (a) counsel to the Debtors; (b) counsel to the

Assignee; (c) the Office of the United States Trustee for the Southern District of New York; and (d) all parties requesting notice pursuant to Bankruptcy Rule 2002 as of the date of this Motion. The Taubman Landlords submit that good and sufficient notice of this Motion has been provided and no other or further notice need be provided. 22.

No prior motion for the relief requested herein has been made to this or any other Court. .CONCLUSION

WHEREFORE, the Taubman Landlords respectfully request that this Court enter an order substantially in the form of the proposed order attached hereto as Exhibit B: (a) directing either the Debtors or the Assignee to pay $263,772.87 within ten days of the entry of an order by this Court; and (b) granting the Taubman Landlords such other and further relief as this Court deems just and proper.

9

16-11275-shl

Doc 1140

Dated: February 21, 2017

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 13 of 13

Main Document

Respectfully submitted, HALPERIN BATTAGLIA BENZIJA, LLP By: _/s/ Donna H. Lieberman____ Alan D. Halperin, Esq. Donna H. Lieberman, Esq. 40 Wall Street – 37th Floor New York, New York 10005 Telephone: (212) 765-9100 Facsimile: (212) 765-0964 Email: [email protected] [email protected] -andAndrew S. Conway, Esq. TAUBMAN 200 East Long Lake Road – Suite 300 Bloomfield Hills, MI 48304 Telephone: (248) 258-7427 Facsimile: (248) 258-7586 Email: [email protected] Counsel to the Taubman Landlords

10

16-11275-shl

Doc 1140-1

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 1 of 11

Exhibit A

16-11275-shl

Doc 1140-1

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 2 of 11

Exhibit A

16-11275-shl

Doc 1140-1

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 3 of 11

Exhibit A

16-11275-shl

Doc 1140-1

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 4 of 11

Exhibit A

16-11275-shl

Doc 1140-1

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 5 of 11

Exhibit A

16-11275-shl

Doc 1140-1

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 6 of 11

Exhibit A

16-11275-shl

Doc 1140-1

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 7 of 11

Exhibit A

16-11275-shl

Doc 1140-1

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 8 of 11

Exhibit A

16-11275-shl

Doc 1140-1

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 9 of 11

Exhibit A

16-11275-shl

Doc 1140-1

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 10 of 11

Exhibit A

16-11275-shl

Doc 1140-1

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 11 of 11

Exhibit A

16-11275-shl

Doc 1140-2

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 1 of 2

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x In re: : : AÉROPOSTALE, INC., et al., : : Debtors. : : x ------------------------------------------------------------

Exhibit B

Chapter 11 Case No. 16-11275 (SHL) (Jointly Administered)

ORDER COMPELLING PAYMENT OF DUE AND UNPAID CURE AMOUNTS AND LEASE OBLIGATIONS WITH RESPECT TO CERTAIN ASSUMED AND ASSIGNED TAUBMAN REAL PROPERTY LEASES Upon the motion (the “Motion”) of the Taubman Landlords for entry of an order interpreting and enforcing the terms of this Court’s Sale Order,1 and compelling the Debtors or the Assignee, as applicable, to make payment of amounts due under the Subject Leases, which were assumed by the Debtors and assigned to the Assignee, pursuant to the Sale Order and section 365(b) of the Bankruptcy Code. [D.N.___]; and notice of the Motion having been given to (a) counsel to the Debtors, (b) the Assignee and counsel to the Assignee, (c) the Office of the United States Trustee for the Southern District of New York, (c) counsel to the Official Committee of Unsecured Creditors and (d) all parties who filed requests for notice in these cases, and no other or further notice being necessary; and a hearing having been held before this Court on ________, 2017 to consider the Motion; and the Court having considered the Motion, the Fisher Declaration and all of the pleadings and responses in connection herewith, all evidence proffered or adduced and the arguments of counsel at the hearing; and upon the record of the hearing and the full record in these cases; and after due deliberation thereon and good cause appearing therefor,

1

Capitalized terms used but not defined in this Order have the meanings ascribed to such terms in the Motion.

{00265477.1 / 0706-003 }

16-11275-shl

Doc 1140-2

Filed 02/21/17 Entered 02/21/17 17:05:42 Pg 2 of 2

Exhibit B

IT IS HEREBY ORDERED, ADJUDGED and DECREED as follows: 1.

The Motion is granted as set forth herein.

2.

The Sale Order and exhibits thereto require that the allowed cure amounts under

assumed and assigned real property leases be promptly paid by _____________. 3.

______________ is hereby directed to pay $263,772.87 to the Taubman

Landlords within ten (10) days of the date of this Order, in satisfaction of the agreed, liquidated cure amounts due under the Subject Leases as of the Closing Date. 4.

This Court retains jurisdiction over any and all matters arising from or related to

the interpretation or implementation of this Order. Dated: New York, New York __________ __, 2017 _____________________________________ UNITED STATES BANKRUPTCY JUDGE

{00265477.1 / 0706-003 }

2

Smile Life

When life gives you a hundred reasons to cry, show life that you have a thousand reasons to smile

Get in touch

© Copyright 2015 - 2024 PDFFOX.COM - All rights reserved.