New Century Bank v. AG Las Vegas, LLC et al

Filing 27

ORDER granting 26 Motion for approval of Purchase and Sale agreement filed by Receiver Robert McNamara.. Signed by Judge Lloyd D. George on 10/14/2010. (Copies have been distributed pursuant to the NEF - SD)

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New Century Bank v. AG Las Vegas, LLC et al Doc. 27 1 2 3 4 5 6 7 8 9 10 11 12 GREENBERG TRAURIG, LLP 3773 Howard Hughes Parkway Suite 400 North Las Vegas, Nevada 89169 Telephone: (702) 792-3773 Facsimile: (702) 792-9002 ERIC W. SWANIS, ESQ. Nevada Bar No. 6840 JASON R. MAIER, ESQ. Nevada Bar No. 8557 GREENBERG TRAURIG, LLP 3773 Howard Hughes Parkway Suite 400 North Las Vegas, Nevada 89169 Telephone: (702) 792-3773 Facsimile: (702) 792-9002 E-mail: swanise@gtlaw.com maierj@gtlaw.com Attorneys for Receiver Robert McNamara UNITED STATES DISTRICT COURT DISTRICT OF NEVADA M.B. FINANCIAL BANK, an Illinois banking corporation, Plaintiff, vs. AG LAS VEGAS LLC, a Nevada limited liability company; GG LAS VEGAS LLC, a Nevada limited liability company, Defendants. Case No. 2:09-CV-1281-LDG-PAL 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 [PROPOSED] ORDER GRANTING RECEIVER'S EMERGENCY MOTION FOR APPROVAL OF PURCHASE AND SALE AGREEMENT This matter came before the Court pursuant to the Receiver's emergency motion for approval of purchase and sale agreement. The Court, having reviewed the pleadings and papers on file herein relative to said motion, including the Purchase and Sale Agreement, the First Amendment to Purchase and Sale Agreement, the Second Amendment to Purchase and Sale Agreement, and the Third Amendment to Purchase and Sale Agreement, as well as the Acknowledgement and Consent to Receivership Sale, and for good cause appearing, The Court finds that the Receiver's motion is with merit and should be granted. The Court further finds as follows: 1. On October 9, 2009, this Court appointed Robert McNamara (the "Receiver") as receiver for certain real and personal property located at 8945 South Las Vegas Boulevard, Las Vegas, Nevada (the "Real Property Collateral"), which consists of a single tenant building 1 Dockets.Justia.com 1 2 3 4 5 6 7 8 9 10 11 12 GREENBERG TRAURIG, LLP 3773 Howard Hughes Parkway Suite 400 North Las Vegas, Nevada 89169 Telephone: (702) 792-3773 Facsimile: (702) 792-9002 occupied by a bar [ECF No. 23]. 2. Pursuant to the order appointing receiver, "[t]he Receiver may pursue a private sale of the Real Property Collateral or a portion thereof ... by negotiating a sale of the Real Property Collateral with a prospective purchaser. Any such proposed sale of the Real Property Collateral or a portion thereof shall not be effective without written approval of the Plaintiff and the Court." [ECF No. 23 at 16(b)]. 3. A purchase and sale agreement was executed by Lisa/Carrison, LTD (the "Buyer"), and the Receiver on behalf of Defendants AG Las Vegas, LLC and GG Las Vegas, LLC ("Defendants"), dated August 6, 2010 (the "Purchase and Sale Agreement"). Plaintiff M.B. Financial Bank ("Plaintiff") approved the Purchase and Sale Agreement in writing on August 6, 2010. 4. A First Amendment to Purchase and Sale Agreement was executed by the Buyer 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 and by the Receiver on behalf of Defendants on August 10, 2010. Plaintiff approved the First Amendment Purchase and Sale Agreement in writing on August 11, 2010. 5. A Second Amendment to Purchase and Sale Agreement was executed by the Buyer and by the Receiver on behalf of Defendants on September 20, 2010. Plaintiff approved the Sercond Fi st Amendment Purchase and Sale Agreement in writing on September 20, 2010. 6. A Third Amendment to Purchase and Sale Agreement was executed by the Buyer and by the Receiver on behalf of Defendants on September 21, 2010. Plaintiff approved the Third Amendment Purchase and Sale Agreement in writing on September 21, 2010. 7. Defendants have consented to the sale of the Real Property Collateral by way of the Acknowledgement and Consent to Receivership Sale attached as Exhibit "5" to the Receiver's motion. As set forth in the Acknowledgement and Consent to Receivership Sale, Defendants have expressly waived any right to redeem the Real Property Collateral after the sale. Defendants waived these rights in order to facilitate the sale of the Real Property Collateral. Because Defendants have lawfully waived their right to redeem the Real Property Collateral, the Real Property Collateral shall be sold without any right of redemption by Defendants. 8. It is commercially reasonably and in the best interests of the Real Property 2 1 2 3 4 5 6 7 8 9 10 11 12 GREENBERG TRAURIG, LLP 3773 Howard Hughes Parkway Suite 400 North Las Vegas, Nevada 89169 Telephone: (702) 792-3773 Facsimile: (702) 792-9002 Collateral for the Court to approve the Purchase and Sale Agreement, the First Amendment to Purchase and Sale Agreement, the Second Amendment to Purchase and Sale Agreement, and the Third Amendment to Purchase and Sale Agreement. 9. Therefore, the Court will grant the Receiver the authority to sell the Real Property Collateral and order the same to be sold pursuant to the terms and conditions set forth in the Purchase and Sale Agreement and the amendments thereto. The Court will further order that the Receiver execute, on behalf of Defendants, any and all necessary documents related to the sale, including each of the form documents attached to the Purchase and Sale Agreement and the amendments thereto. Accordingly, IT IS HEREBY ORDERED, ADJUDGED and DECREED that the Receiver's emergency motion for approval of purchase and sale agreement be, and the same is hereby, GRANTED; IT IS FURTHER ORDERED, ADJUDGED and DECREED that the Purchase and Sale Agreement, the First Amendment to Purchase and Sale Agreement, the Second Amendment to Purchase and Sale Agreement, and the Third Amendment to Purchase and Sale Agreement be, and the same are hereby, APPROVED by the Court; IT IS FURTHER ORDERED, ADJUDGED and DECREED that the Receiver shall sell the Real Property Collateral on the terms and conditions set forth in the Purchase and Sale Agreement and the amendments thereto, and that the Receiver shall execute any and all necessary documents related thereto, including each of the form documents attached to the Purchase and Sale Agreement and the amendments thereto; and /// /// /// /// /// /// /// 3 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 2 3 4 5 6 7 8 9 10 11 12 GREENBERG TRAURIG, LLP 3773 Howard Hughes Parkway Suite 400 North Las Vegas, Nevada 89169 Telephone: (702) 792-3773 Facsimile: (702) 792-9002 IT IS FURTHER ORDERED, ADJUDGED and DECREED that, pursuant to Defendants' Acknowledgement and Consent to Receivership Sale, the Real Property Collateral shall be sold to the Buyer on the terms and conditions set forth in the Purchase and Sale Agreement and the amendments thereto without any right of redemption by Defendants. DATED this ____ day of ________________, 2010. ______________________________ UNITED STATES DISTRICT JUDGE 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Respectfully submitted, GREENBERG TRAURIG, LLP __/s/ Jason R. Maier__________________ ERIC W. SWANIS, ESQ. Nevada Bar No. 6840 JASON R. MAIER, ESQ. Nevada Bar No. 8557 3773 Howard Hughes Parkway Suite 400 North Las Vegas, Nevada 89169 Attorneys for Receiver Robert McNamara 4

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