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Full title: Motion for Leave to File Debtors' Omnibus Reply in Further Support of Sale Filed by YouFit Health Clubs, LLC. (Attachments: # 1 Exhibit A # 2 Exhibit B) (Meloro, Dennis) (Entered: 02/05/2021)

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

Bankrupt11 Summary (Automatically Generated)

The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) hereby submit this motion for leave (the “Motion for Leave”), for entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), granting the Debtors leave to file the Debtors’ Omnibus Reply in Further Support of Sale (the “Reply”) in response to certain objections filed in connection with the Sale Order,2 outside of the time period prescribed by Rule 9006-1(d) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”).This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2), and the Debtors confirm their consent pursuant to Rule 9013-1(f) of the Local Rules to the entry of a final order by the Court in connection with this Motion for Leave to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution.In accordance with paragraph 9(b) of the Sale Order, the Debtors emailed the Court-approved notice form (the “Member Notice”) to all Members for whom the Debtors have email addresses, posted the Member Notice in all open gym locations, posted it on the Debtors’ website, and posted it on the website of the Debtors’ claims and noticing agent.Debtors ask the Court, among other things, to (a) overrule the Member Objections on grounds that they object to relief not being sought by the Debtors and (b) enter an order supplementing the Sale Order (the “Proposed Supplemental Sale Order”), in the form attached as Exhibit A to the Notice of Filing of Proposed Supplemental Sale Order filed contemporaneously herewith. As set forth in the Reply, the Debtors and the Buyer have worked diligently to address the Member Objections, resolve Blank’s objections, and to agree on the terms of a Proposed Supplemental Sale Order, which were not completed until the date of filing of this Motion for Leave.

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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) Ref: Docket No. 546 MOTION FOR LEAVE TO FILE DEBTORS’ OMNIBUS REPLY IN FURTHER SUPPORT OF SALE The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) hereby submit this motion for leave (the “Motion for Leave”), for entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), granting the Debtors leave to file the Debtors’ Omnibus Reply in Further Support of Sale (the “Reply”) in response to certain objections filed in connection with the Sale Order,2 outside of the time period prescribed by Rule 9006-1(d) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”). A copy of the Reply is attached hereto as Exhibit B. In support of this Motion for Leave, the Debtors respectfully represent as follows: 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. 2 Order (I) Authorizing the Sale of All of the Debtors’ Assets Free and Clear of Liens, Claims, Encumbrances, and Other Interests, (II) Authorizing and Approving the Debtors’ Performance Under the Stalking Horse Purchase Agreement, (III) Approving the Assumption and Assignment of Certain of the Debtors’ Executory Contracts and Unexpired Leases Related Thereto and (Iv) Granting Related Relief [Docket No. 546] (the “Sale Order”).

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JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this matter 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), and the Debtors confirm their consent pursuant to Rule 9013-1(f) of the Local Rules to the entry of a final order by the Court in connection with this Motion for Leave to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The bases for the relief requested herein is section 105(a) of title 11 of the United States Code and Rule 9006-1(d) of the Local Rules. BACKGROUND 4. On December 28, 2020, the Court authorized the Debtors to sell substantially all of their assets to YF FC Acquisition LLC (the “Buyer”), subject to providing all current members (the “Members”) with notice of and the opportunity to object to the sale of their respective Membership Assets free and clear of Claims and Liens. In accordance with paragraph 9(b) of the Sale Order, the Debtors emailed the Court-approved notice form (the “Member Notice”) to all Members for whom the Debtors have email addresses, posted the Member Notice in all open gym locations, posted it on the Debtors’ website, and posted it on the website of the Debtors’ claims and noticing agent.

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5. In response to the Member Notice, the Debtors received formal and informal objections from seventy-three (73) individuals, including Members and former members (collectively, the “Member Objections”). 6. In the proposed Reply, the Debtors ask the Court, among other things, to (a) overrule the Member Objections on grounds that they object to relief not being sought by the Debtors and (b) enter an order supplementing the Sale Order (the “Proposed Supplemental Sale Order”), in the form attached as Exhibit A to the Notice of Filing of Proposed Supplemental Sale Order filed contemporaneously herewith. The proposed Reply also describes the terms of a resolution reached by the Buyer and Jason Blank (“Blank”) regarding any objections Blank has to the sale. Blank is the lead plaintiff in a pre-petition putative class action commenced on April 9, 2020 in Broward County, Florida (17th Circuit Court, Case #106059805) (the “Blank Action”).3 7. As required under Local Rule 9029-3(a)(i), the Debtors timely filed a notice of agenda for the February 9, 2021, hearing (the “Hearing”), which includes the Member Objections. Pursuant to Local Rule 9006-1(d), any reply to the Member Objections would have been due February 4, 2021 at 4:00 p.m. (ET). RELIEF REQUESTED 8. As set forth in the Reply, the Debtors and the Buyer have worked diligently to address the Member Objections, resolve Blank’s objections, and to agree on the terms of a Proposed Supplemental Sale Order, which were not completed until the date of filing of this Motion for Leave. Accordingly, the Debtors seek leave to file the Reply outside of the time prescribed by the Local Rules. The Debtors believe the Reply will assist the Court by: 3 The Debtors deny all allegations in the Blank Action.

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(i) clarifying the issues that need to be addressed at the Hearing; and (ii) explaining the resolution of Blank’s objections pursuant to the Proposed Supplemental Sale Order. The Debtors submit that the relief requested herein is reasonable under the circumstances and should be approved. CONCLUSION WHEREFORE, the Debtors respectfully request that the Court grant this Motion for Leave permitting the Debtors to file the Reply and grant such other relief as is just and proper. Dated: February 5, 2020 GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) 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