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Full title: Affidavit (re:175 Motion to sell property free and clear of liens) filed by Tea Olive I, LLC. (Brand, James) (Entered: 03/03/2021)
Document posted on Mar 2, 2021 in the bankruptcy, 29 pages and 1 tables.
List of Tables
Page 1UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037 Chapter 11 Case Debtor. DECLARATION OF JAMES C. BRAND I, James C. Brand, hereby declare, pursuant to section 1746 of title 28 of the United States Code, as follows: 1. I am an attorney with the law firm Fredrikson & Byron, P.A., counsel for the Debtor in this case. 2. Attached hereto as Exhibit A is the Asset Purchase Agreement dated March 2, 2021 by and between Tea Olive I, LLC and R.P. Acquisition Corporation (the “APA”). 3. Based on negotiations between the parties, there have been several changes to the APA as compared to the chart in paragraph 19 of the Notice of Hearing and Motion for an Order (I) Granting Expedited Relief, (II) Approving Sale Free and Clear of Liens and Interests, and (III) Approving the Assumption and Assignment of Certain Contracts and Leases [ECF No. 175]. The principal terms are summarized below as a convenience to parties in interest. In the case of any inconsistency, the terms of the APA will control over the summary below.
|Acquired Assets||All assets, properties, rights, interests, benefits and privileges
of whatever kind or nature, both tangible and intangible, real
and personal, whether located at an Excluded Location
(provided that Purchaser will not acquire any real property
rights with respect to Excluded Locations) or an Acquired
Location, that are owned by Seller (except only for the
Excluded Assets) to the extent that such assets, properties,
rights, interests, benefits, and privileges are transferable under
applicable Law, the Bankruptcy Code or otherwise.
|Excluded Assets||Specified assets, including Equipment sold by Tiger and B.
Riley pursuant to the Consulting Agreement prior to the date
of the APA, cash and cash equivalents, receivables and rights
to payment (including credit card receivables), deposits,
refunds, contract rights for contracts not assumed, and causes
of action, including any avoidance actions of the bankruptcy
|Contracts and Leases||Assignment of designated contracts and leases, with cure
costs to be paid by Purchaser; contracts and leases to be
designated by March 10, 2021
|Contingencies||No financing contingency
Purchaser may terminate APA by March 10, 2021 if certain
modifications to lease terms are not accepted by
Affiliate Properties in Watseka, IL (warehouse), Lansing MI,
and Portage, WI may be removed if a Seller Affiliate enters
into a contract providing for the sale of one or more of the
Affiliate Properties prior to the Closing Date, with Purchaser
to have right of first refusal.
|Closing||To coincide with the end of the store closing sales, to be no
later than March 31, 2021