JPMorgan Chase Bank, N.A. v. AIG Baker Orange Beach Wharf, L.L.C.
ORDER re: 25 Motion for Approval of Sale of Receivership Property by Gregory T. Maloney, Receiver. Court approves the sale of the receivership property as set out. Receiver is authorized to immediately take all actions necessary to effectuate & c lose under the Purchase and Sale Agreement. Dft AIG Baker Orange Beach Wharf, LLC, is found to be a third party beneficiary, w/all attendant rights thereto, as set out. All duties of the Receiver are terminated upon the closing of the Contract of Sale, except that the Receiver will have limited power through & including 1/6/12 as set out. Receiver shall prepare a final reporting to be filed by 1/6/12. Signed by Judge Callie V. S. Granade on 9/22/2011. (tot)
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF ALABAMA
JP MORGAN CHASE BANK, N.A.,
AIG BAKER ORANGE BEACH
Civil Action No. 11-00126-CG-M
FINAL ORDER APPROVING SALE OF RECEIVERSHIP PROPERTY
On September 22, 2011, Receiver Gregory T. Maloney, solely in his
capacity as Receiver for the property of AIG Baker Orange Beach Wharf,
L.L.C. (“the Receiver”), filed a motion requesting that the Court approve the
Receiver’s private sale of the defendant’s property commonly known as the
retail portion of the Wharf (“the Property”). Plaintiff and defendant are in
agreement with the motion.
Having considered the Receiver’s motion, as well as previous pleadings
filed by the parties, and consistent with the court’s order dated April 11,
2011, the court finds that it is in the best interests of the receivership estate
to approve the proposed sale. Accordingly,
IT IS HEREBY ORDERED that the court approves the sale of the
receivership property to Charter Landing, Inc. for the price of $10,500,000,
pursuant to the terms of the purchase and sale agreement entered into
between the Receiver and Charter Landing, Inc., effective September 13,
2011 (“the Purchase and Sale Agreement”). It is further ORDERED that the
Receiver is authorized immediately to take all actions necessary to effectuate
and close under the Purchase and Sale Agreement.
In the event the Receiver shall be unavailable to execute documents in
connection with the sale approved hereby, the Receiver is authorized to
designate one or more individuals (“Designees”) employed by the Receiver’s
agent, Jones Lang LaSalle Americas, Inc., acting either separately or jointly,
to execute any and all agreements, deeds, instruments, or other documents
required in connection with the consummation of the subject sale or in
furtherance thereof. A duly executed and acknowledged designation by the
Receiver for such purposes shall be conclusive evidence of the due authority
of his Designees.
It is further found by the court, and so ordered, that the defendant AIG
Baker Orange Beach Wharf, LLC is a third party beneficiary, with all
attendant rights thereto, of certain provisions of the Purchase and Sale
Agreement intended for its benefit which are, specifically, Section 5.2(a)
(including defendant as a “Seller Party”), Section 11.1(g) (pertaining to
disclaimers and Buyer’s assumption of existing obligations), 11.1(h)
(pertaining to release of defendant) and 11.1(i) (pertaining to indemnification
of defendant) (collectively the “Defendant Benefits”), and it is further ordered
that no amendments or changes to the Purchase and Sale Agreement shall be
made which adversely affect the Defendant Benefits without the defendant’s
consent or as approved by the court following due notice to and opportunity
for objection by the defendant thereto.
It is further ordered that all the duties of the Receiver are hereby
terminated upon the closing of the Contract of Sale, except that the Receiver
shall have the limited power through and including January 6, 2012, to wind
up the receivership estate and pay any outstanding operating expenses,
invoices, and bills. The provisions contained in paragraphs (v) through (ix) of
the court’s April 11, 2011 order appointing the receiver shall remain in effect
during that time. Upon the delivery to the Plaintiff by the Receiver, on or
before January 6, 2012, of the remaining net proceeds over and above the
outstanding operating expenses, invoices, and bills of the Receivership, the
Receiver shall be discharged from any further duties, obligations and
liabilities whatsoever. The Receiver shall prepare a final reporting to be filed
with the undersigned by January 6, 2012.
DONE and ORDERED this 22nd day of September, 2011.
/s/ Callie V. S. Granade
UNITED STATES DISTRICT JUDGE
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