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Full title: Motion to Extend Debtors' Motion for Entry of an Order Enlarging the Time Within Which to File Notices of Removal Filed by YouFit Health Clubs, LLC. Hearing scheduled for 1/20/2021 at 10:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #4, Wilmington, Delaware. Objections due by 1/13/2021. (Attachments: # 1 Exhibit A - Proposed Order # 2 Notice) (Meloro, Dennis) (Entered: 01/05/2021)

Document posted on Jan 4, 2021 in the bankruptcy, 7 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby move this Court (the “Motion”), pursuant to Rule 9006(b)(1) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), enlarging the time within which to file notices of removal of civil actions pursuant to Bankruptcy Rule 9027(a).The time within which the Debtors may file a notice of removal of pending civil actions under Bankruptcy Rule 9027(a) will expire on February 8, 2021,2 absent an order of the Court extending that deadline.By this Motion, the Debtors seek entry of an order enlarging the time within which the Debtors may file notices of removal under Bankruptcy Rule 9027(a) through the later of (i) June 7, 2021, which is 120 days after the current deadline, or (ii) any later date prescribed by Bankruptcy Rule 9027(a)(2) and (a)(3), without prejudice to the rights of the Debtors to seek further extensions.A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental unit's police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title.Specifically, Bankruptcy Rule 9027(a) provides in pertinent part: (2) If the claim or cause of action in a civil action is pending when a case under the Code is commenced, a notice of removal may be filed only within the longest of (A) 90 days after the order for relief in the case under the Code, (B) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under § 362 of the Code, or (C) 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 YOUFIT HEALTH CLUBS, LLC, et al.,1 Case No. 20-12841 (MFW) Debtors. (Jointly Administered) Hearing Date: January 20, 2021 at 10:30 a.m. (ET) Objection Deadline: January 13, 2021 at 4:00 p.m. (ET) DEBTORS’ MOTION FOR ENTRY OF AN ORDER ENLARGING THE TIME WITHIN WHICH TO FILE NOTICES OF REMOVAL The above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby move this Court (the “Motion”), pursuant to Rule 9006(b)(1) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), enlarging the time within which to file notices of removal of civil actions pursuant to Bankruptcy Rule 9027(a). In support of this Motion, the Debtors respectfully state as follows: JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Under Rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the Debtors consent to the entry 1 The last four digits of YouFit Health Clubs, LLC’s tax identification number are 6607. Due to the large number of debtor entities in these chapter 11 cases, a complete list of the debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the claims and noticing agent at www.donlinrecano.com/yfhc. The mailing address for the debtor entities for purposes of these chapter 11 cases is: 1350 E. Newport Center Dr., Suite 110, Deerfield Beach, FL 33442.

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of a final order under Article III of the United States Constitution. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 2. The statutory and legal predicates for the relief requested herein are 28 U.S.C. § 1452 and Bankruptcy Rules 9027(a) and 9006(b). BACKGROUND 3. On November 9, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in this Court. The Debtors have continued in possession of their properties and are operating and managing their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On November 18, 2020, the United States Trustee appointed an official committee of unsecured creditors in these chapter 11 cases pursuant to section 1102 of the Bankruptcy Code. No trustee or examiner has been appointed in these chapter 11 cases. 4. On the Petition Date, the Debtors filed, among others, a motion [Docket No. 17] seeking authority to sell substantially all of their assets pursuant to bidding procedures. On December 28, 2020, the Court entered an order [Docket No. 564] approving the Debtors’ sale of substantially all of their assets to YF FC Acquisition, LLC (the “Sale”). As of the filing of this Motion, the Sale has not yet closed. 5. Additional information regarding the Debtors’ business and operations, as well as the events precipitating the commencement of these chapter 11 cases, is set forth in the Declaration of Brian Gleason in Support of the Debtors’ Chapter 11 Petitions and Requests for First Day Relief [Docket No. 11], filed on the Petition Date. RELIEF REQUESTED 6. On December 7, 2020 and December 8, 2020, as applicable, the Debtors filed their Schedules of Assets and Liabilities and Statements of Financial Affairs (the “Schedules”).

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As part of the filing of their Schedules, the Debtors identified pending civil actions of which they are aware. After the commencement of these chapter 11 cases, the Debtors focused their limited resources on several pressing matters, including, but not limited to, administering their bankruptcy estates and conducting a sale process for all or substantially all of their assets. 7. The time within which the Debtors may file a notice of removal of pending civil actions under Bankruptcy Rule 9027(a) will expire on February 8, 2021,2 absent an order of the Court extending that deadline. Given the relatively early stage of these cases, the Debtors require additional time to make a fully-informed determination regarding removal of any known civil actions. 8. By this Motion, the Debtors seek entry of an order enlarging the time within which the Debtors may file notices of removal under Bankruptcy Rule 9027(a) through the later of (i) June 7, 2021, which is 120 days after the current deadline, or (ii) any later date prescribed by Bankruptcy Rule 9027(a)(2) and (a)(3), without prejudice to the rights of the Debtors to seek further extensions. BASIS FOR RELIEF REQUESTED 9. Section 1452 of title 28 of the United States Code provides for the removal of actions related to bankruptcy cases. That provision provides, in relevant part: A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental unit's police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title. 28 U.S.C. § 1452(a). 2 Technically, the deadline is set to expire on Sunday, February 7, 2021, but, in accordance with 9006(a)(1)(C), the deadline will fall to Monday, February 8, 2021.

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10. Bankruptcy Rule 9027 sets forth the time for filing of notices to remove claims or causes of action. Specifically, Bankruptcy Rule 9027(a) provides in pertinent part: (2) If the claim or cause of action in a civil action is pending when a case under the Code is commenced, a notice of removal may be filed only within the longest of (A) 90 days after the order for relief in the case under the Code, (B) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under § 362 of the Code, or (C) 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief. (3) If a claim or cause of action is asserted in another court after commencement of a case under the Code, a notice of removal may be filed with the clerk only within the shorter of (A) 30 days after receipt, through service or otherwise, or a copy of the initial pleading setting forth the claim or cause of action sought to be removed, or (B) 30 days after receipt of the summons if the initial pleading has been filed with the court but not served with the summons. Fed. R. Bankr. P. 9027(a)(2), (3). 11. Bankruptcy Rule 9006 permits the Court to enlarge the period to remove actions provided for by Bankruptcy Rule 9027. Bankruptcy Rule 9006(b) provides in pertinent part: [W]hen an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion [ ] with or without motion or notice order the period enlarged if the request therefor is made before the expiration of the period originally prescribed or as extended by a previous order . . . . Fed. R. Bankr. P. 9006(b)(1). 12. It is well settled that bankruptcy courts are authorized to expand the removal period provided for by Bankruptcy Rule 9027. See Pacor, Inc. v. Higgins, 743 F.2d 984, 996 n.17 (3d Cir. 1984) (overruled on other grounds by Things Remembered, Inc. v. Petrarca, 516 U.S. 124 (1995)); Raff v. Gordon, 58 B.R. 988, 990 (E.D. Pa. 1986) (an expansion of time to file notices of removal is authorized under the Bankruptcy Rules); In re Jandous Elec. Constr. Corp.,

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106 B.R. 48, 49-50 (Bankr. S.D.N.Y. 1989) (acknowledging that the period in which to file a motion to remove may be expanded pursuant to Bankruptcy Rule 9006); In re World Fin. Servs. Ctr., Inc., 81 B.R. 33, 39 (Bankr. S.D. Cal. 1987) (providing that the United States Supreme Court intended to give bankruptcy judges the power to enlarge the filing periods under Bankruptcy Rule 9027(a) pursuant to Bankruptcy Rule 9006(b)). 13. Since the commencement of these chapter 11 cases, the Debtors and their advisors have devoted a significant amount of time and effort to ensuring a smooth transition into chapter 11 and to preserving and maximizing the value of the Debtors’ estates for the benefit of all stakeholders. Among other things, the Debtors have been focused on myriad time-sensitive items, including preparing the schedules and statements of financial affairs, marketing the Debtors’ assets and obtaining approval of bidding procedures, and conducting a sale process and obtaining the Court’s approval of a sale of their assets. As a result, the Debtors and their professionals have not yet completed their evaluation of which civil actions, if any, the Debtors should seek to remove to this Court pursuant to Bankruptcy Rule 9027(a). 14. Accordingly, the Debtors believe that the most prudent and efficient course of action is to extend the removal period by 120 days through and including June 7, 2021. The extension sought will afford the Debtors additional time to determine whether to remove any pending civil actions and will assure that the Debtors do not forfeit any valuable rights. In addition, the rights of the Debtors’ adversaries will not be prejudiced by such an extension because such parties may not prosecute them absent relief from the automatic stay, and any party to an action that is removed may seek to have it remanded. The Debtors submit that extending the time by which the Debtors may file notices of removal is therefore warranted here.

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NOTICE 15. Notice of this Motion has been provided to: (i) the Office of the United States Trustee for the District of Delaware; (ii) the Debtors’ prepetition and postpetition lenders and administrative and collateral agents; (iii) counsel to the official committee of unsecured creditors appointed in these cases; and (iv) any party who has requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. NO PRIOR REQUEST 16. No prior request for the relief sought in this Motion has been made to this or any other court.

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CONCLUSION WHEREFORE the Debtors respectfully request that this Court enter the Proposed Order (i) extending the time to file notices of removal for an additional 120 days through and including June 7, 2021, and (ii) granting such other and further relief as is just and proper. Dated: January 5, 2021 Respectfully submitted, Wilmington, Delaware GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 Email: melorod@gtlaw.com - and - Nancy A. Peterman (admitted pro hac vice) Eric Howe (admitted pro hac vice) Nicholas E. Ballen (admitted pro hac vice) 77 West Wacker Dr., Suite 3100 Chicago, Illinois 60601 Telephone: (312) 456-8400 Facsimile: (312) 456-8435 Email: petermann@gtlaw.com howee@gtlaw.com ballenn@gtlaw.com Counsel for the Debtors and Debtors in Possession