A busy court calender in Miami for the bankruptcy case.
9 October 2pm: Trustees motion to reject executory contracts with
Circle Trigon.
14 October 10:30am Rule 2004 Examination of Tom Clines
14 October 9:00 am 341 Meeting of Creditors
Following is a verbatim rendition of the Principal Terms and Conditions of Circle Trigon International,LLC's("Circle Trigon") August 29 1997,Offer to Purchase Certain Tangible Assets of Systems of Excellence ("SEXI")
Cirtcle Trigon hereby offers to pay $25,000 (the "Purchase Price") to Soneet Kapila in his capacity as duly appointed Chapter 7 Trustee for SEXI (the"Trustee") to purchase all right,title and interest in and to all the tangible property located at the leased premises formerly operated as SEXI's principal place of business and commonly known as 1420 Spring Hill Road,Suite 155,McLean,Virginia (the "Premises"),including but expressly not limited to,all (Products,Proprietary Software,and Proprietary Components as defined by those certain Intellectual Property Executory Contracts between SEXI and Circle Trigon),office equipment,furniture,electronic equipment and parts,trade fixtures,telephone systems,inventory,manuals,sales brochures,furnishings and supplies in "as is,where is" condition. (the "Tangible Personalty"),upon the following terms and conditions.
1. The Trustee must be able to sell the Tangible Personalty to Circle Trigon as follows:
a. Pursuant to a properly noticed ~363(b) and(f) sale,free and clear of any and all liens,claims,encumbrances and interests (the ~363 Free and Clear Sale)
b. The Bankruptcy Court must approve the ~363 Free and Clear Sale by entry of an Order that expressly includes findings that (i) Circle Trigon purchased the property pursuant to the ~363 Free and Clear Sale in good faith within the meaning of ~363(m);and (ii) the reversal and/or modifications on appeal of the ~363 Free and Clear Sale to Circle Trigon shall not affect the validity of the sale,whether or not Circle Trigon knows of any such appeal,unless the order and the ~363 Free and Clear Sale were stayed pending appeal before such sale was consumated (the"Sale Order").
c.No stay of the Sale Order or the ~363 Free and Clear Sale is in effect prior to the Closing (hereafter defined)(the "Stay").
2. The Trustee shall,at his sole cost and expense,within ten (10) days from the date of this offer,prepare,file and serve the appropriate notice,motion,proposed Order and relasted papers seeking approval of the ~363 Free and Clear Sale (the"Motion Papers"),which ,which Motion Papers must be acceptable to Circle Trigon and its counsel in all respects.
3. The Trustee shall obtain both Bankruptcy Court Approval of the ~363 Free and Clear Sale and the entry of the Sale Order within thirty (30) days of the date of this offer.
4. Closing shall occur within (2) business days after the Bankruptcy Court has approved the ~363 Free and Clear Sale and has entered the Sale Order,provided no Stay is ineffect. If the conditions of Closing have not occurred within thirty (30) days from the date of this offer,Circle Trigon has the option to withdraw this offer and declare it to be null and void.
5. Circle Trigon will remove the Tangible Personalty from the Premises at its sole cost and expense on the date of Closing,or at such other time as is mutually agreed to by the parties.
6. Title to the Tangible Personalty and the risk of loss shall remain with the Trustee unless and until Closing occurs.
7. The Trustee shall,withing ten (10) days of the date of this offer,also file an appropriate notice and motion to reject those certain intellectual property executory contracts with Circle Trigon in accordance with the Bankruptcy Court's August 12,1997,Order granting tin Part Motion to Compel Debtor to Move to Assume or Reject Certain Intellectual Property Executory Contracts with Circle Trigon (the"Rejection Motion").The Trustee and Circle Trigon shall enter into a Stipulation and Consent Order to resolve the Rejection Motion,wherein the Trustee shall reject the subject intellectual property executory contracts,and Circle Trigon shall waive:(a) any and all claims for damages related to the rejection of the intellectual Property Executory Contracts;and (b) any good claims for administrative expenses arising from SEXI's and/or the Trustee's failure to perform its statutory obligations under ~365(n)(4) or arising from Circle Trigon's performance of the Intellectual Property Executory Contracts since the Petition date.
The above is Exhibit A to an Order Granting Trustee's Motion to Sell Property of the Estate Free and Clear of Liens and Other Interests,with Liens to Attach to the Proceeds.
In this Order it states
A. The Trustees Motion to Sell Property of the Estate Free and Clear of Liens and Other Interests,with Liens to Attach to the Proceeds is GRANTED.
B. That subject to higher and better offers pursuant to the Auction Procedure (defined hereinbelow),the Chapter 7 Trustee is hereby authorized to Accept the Circle Trigon 20 August 1997,Offer to purchase Certain Tangible Assets of Systems of Excellence,Inc. a true and correct copy of which is attached as Exhibit "A" and incorporated herein as modified as follows.
The order continues with further conditions. But the end result was that the Circle Trigon bid strategy failed and the property was secured by higher bidders.
On 26 September 1997 an Order Granting Chapter 7 Trustee's Ex Parte Motion for Order Limiting Notice was granted. Only the following will recieve copies of notices of pleadings,motions and papers relating to matters not governed by rule 2002 only on (i) the secured creditors;(ii) the list of 20 largest creditors;(iii) the unsecured creditors' committee,(iv) allparties who have filed an appearance and who have requested in writing notice in this case;and (v) The Trustee's office. |
