MIAMI 8693730.2 85186/87018

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

www.flsb.uscourts.gov

In re: Chapter 11

AVENTURA HOTEL PROPERTIES, LLC, Case No. 21-12374-BKC-RAM

TRIPTYCH MIAMI HOLDINGS, LLC, Case No. 21-12375-BKC-RAM

 

 Debtors. Jointly Administered Under

____________________________________/ Case No. 21-12374-BKC-RAM

ORDER AUTHORIZING SALE OF REAL PROPERTY FREE AND CLEAR

OF LIENS, CLAIMS AND ENCUMBRANCES, AND INTERESTS

AND GRANTING RELATED RELIEF

THIS MATTER came before the Court for hearing on August 25, 2021 at 11:00 A.M., 

upon the Debtors’ Motion for Entry of an Motion for Entry of an Order (A) Authorizing the Sale 

of Real Property of the Chapter 11 Estate Free and Clear of Liens, Claims and Encumbrances 

Pursuant to 11 U.S.C. §363; (B) Establishing Bidding Procedures and Sale Process; (C) 

Approving Asset Purchase Agreement with Integra Real Estate, LLC; (D) Scheduling Sale 

Hearing; and (E) Granting Related Relief [ECF No. 94] (the “Sale Motion”) and the Order 

Robert A. Mark, Judge

_____________________________________________________________________________ United States Bankruptcy Court

ORDERED in the Southern District of Florida on August 27, 2021.

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Granting Debtors Motion for Entry of an Order (A) Authorizing the Sale of Real Property of the 

Chapter 11 Estates Free and Clear of Liens, Claims and Encumbrances Pursuant to 11 U.S.C. § 

363; B) Establishing Bidding Procedures and Sale Process; (C) Approving Asset Purchase 

Agreement with Integra Real Estate, LLC; (D) Scheduling Sale Hearing; and (E) Granting 

Related Relief (the “Bid Procedures Order”).

The Court, having reviewed the Motion and Bid Procedures Order and the record in these 

cases including, without limitation, the presentations of counsel at the August 25, 2021 hearing 

and at the hearing on July 26, 2021 at 10:00 a.m., and being otherwise duly advised in the 

premises, FINDS and CONCLUDES as follows:

A. The Court has jurisdiction over this matter and the Property (as hereinafter 

defined) pursuant to 28 U.S.C. §§ 157 and 1334. Venue is proper in this district pursuant to 28 

U.S.C. §§ 1408 and 1409. Determination of the Motion is a core proceeding pursuant to 28 

U.S.C. § 157(b)(2) and the statutory predicates for the relief afforded in this Order are 11 U.S.C. 

§§ 105 & 363.

B. Good and sufficient notice of the relief sought in the Motion and of the Bid 

Procedures Order has been given to all parties in interest in accordance with Bankruptcy Rule 

2002 and the Bid Procedures Order, and no other or further notice is or shall be required and any 

requirements for other or further notice shall be waived and dispensed with pursuant to Fed. R. 

Bankr. P. 2002, 6004, 6006 and 9007 and pursuant to the Court’s powers under section 105 of

the Bankruptcy Code. A reasonable opportunity to object or be heard regarding the relief 

requested in the Motion has been afforded to all parties-in-interest.

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C. On March 12, 2021, (the “Petition Date”), the Debtors filed voluntary petitions in 

this Court for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy 

Code”).

D. As of the Petition Date and the date hereof, Debtor Aventura Hotel Properties, 

LLC is the owner of the land at 3601 N. Miami Avenue, Miami, Florida 33127 with the 

following legal description (the “Land”) which, together with all plans, drawings, as-built record 

drawings, transferable consents, authorizations, variances or waivers, permits, entitlements, 

utility rights, reservations and approvals related thereto, if any, shall be referred to as the 

“Property”.

The land referred to herein below is situated in the County of Miami-Dade, State 

of Florida, and described as follows:

Parcel I:

Lots 1, 2, 3 & 4, Block 1 and Lots 1, 2, 13, 14 Block 2, of CENTRAL 

ADDITION BUENA VISTA, according to the Plat thereof, as recorded in Plat 

Book 3, Page 191, of the Public Records of Miami-Dade County, Florida, less and 

except the following described property:

The West 15 feet of said Lots 1 & 2, Block 2; also less and except the following:

Beginning at the Northwest corner of Lot 1, Block 1, of CENTRAL ADDITION 

BUENA VISTA; thence run South along the West line of said Lot 1 for a distance 

of 100 feet to the Southwest corner of said Lot 1; thence run East along the South 

line of Lots 1, 2 and 3 of said Block 1 for a distance of 78 feet to the Southeast 

corner of said Lot 3; thence run North along the East line of said Lot 3 for a 

distance of 15 feet to a point; thence run West along a line 15 feet North of and 

parallel with the South line of said Lot 3 and 2 for a distance of 43.03 feet to a 

point of curve; thence run along the arc of tangential curve to the right having a 

radius of 20 feet through a central angle of 89°54’30” for an arc distance of 31.38 

feet to a point of tangency on a line 15 feet East of and parallel with the West line 

of said Lot 1; thence run North along a line 15 feet East of and parallel with the 

West line of said Lot 1 for a distance of 65.03 feet to a point on the North line of 

said Lot 1; thence run West along the North line of said Lot 1; thence run West 

along the North line of said Lot 1 for a distance of 15 feet to the POINT OF 

BEGINNING

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AND

Less the South 15 feet of Lot 4, Block 1.

LESS AND EXCEPT

A portion of Lots 1 and 2, Block 1, CENTRAL ADDITION BUENA VISTA, 

according to the plat thereof, as recorded in Plat Book 3 at Page 191 of the Public 

Records of Miami-Dade County, Florida, being more particularly described as 

follows:

Commence at the Southwest corner of said Lot 1; thence N 02°27’42” W along 

the West line of said Lot 1 for 39.96 feet; thence N 87°37’58” E for 15.00 feet to 

the Point of Beginning of the hereinafter described Parcel as shown on Road Plat 

Book 153, at Page 37, of said Public Records of Miami-Dade County, Florida; 

thence N 85°43’24” E for 0.67 feet; thence S 04°16’36” E for 1.92 feet to a point 

on a circular curve concave to the Northeast and whose radius point bears N 

74°05’03” E; thence Southeasterly along a 32.38 foot radius curve leading to the 

left through a central angle of 21°46’20” for an arc distance of 12.30 feet to a 

non-tangent point; thence S41°20’17” E for 7.32 feet; thence S 53°53’12” E for 

7.48 feet to a point on a circular curve concave to the Northeast and whose radius 

point bears N 18°06’27” E; thence Southeasterly along a 25.00 foot radius curve, 

leading to the left, through a central angle of 20°28’29”, for an arc distance of 

8.93 feet to a point on the North Right-of-Way line of N.E. 36th Street, as it now 

exists, also being a point of cusp; thence N 89°54’20” West along said North 

Right-of-Way line for 4.99 feet to a point of curvature thence Northwesterly along 

a 20.00 foot radius curve, leading to the right, through a central angle of 

89°54’20” for an arc distance of 31.38 feet to a point on the East Right-of-Way 

line of North Miami Avenue, as it now exists, said point being a point of 

tangency; thence North 00°00’00” East for 4.99 feet to the Point of Beginning.

Parcel II:

Lots 3, 4 and 12, Block 2, of CENTRAL ADDITION BUENA VISTA, according 

to the Plat thereof, as recorded in Plat Book 3, Page 191, of the Public Records of 

Miami-Dade County, Florida, LESS AND EXCEPT the following described 

property:

The West 15 feet of said Lots 3 and 4, also less and except that part of Lots 3 and 

4, Block 2, CENTRAL ADDITION BUENA VISTA, being more particularly 

described as follows:

Begin at the Northeast corner of said Lot 4; thence Southerly along the Easterly 

line of said Lots 3 and 4, a distance of 57.67 feet; thence North 82°00’33” West, a 

distance of 87.46 feet to a point on the Westerly line of said Lot 4; thence 

Northerly along said Westerly line, a distance of 44.77 feet to the Northwest 

corner of said Lot 4; thence Easterly along the Northerly line of said Lot 4, a 

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distance of 86.72 feet to the POINT OF BEGINNING.

ALSO LESS AND EXCEPT that part of the said Lot 12, Block 2, CENTRAL 

ADDITION BUENA VISTA, being more particularly described as follows: Begin 

at the Northeast corner of said Lot 12; thence Southerly along the Easterly line of 

said Lot 12, a distance of 21.93 feet; thence North 82°00’33” West, a distance of 

102.60 feet to a point on the Westerly line of said Lot 12, thence Northerly along 

said Westerly line, a distance of 9.67 feet to the Northwest corner of said Lot 12, 

thence Easterly along the Northerly line of Lot 12, a distance of 101.70 feet to the 

POINT OF BEGINNING.

And

Lots 5 and 6, Block 1, of CENTRAL ADDITION BUENA VISTA, according to 

the Plat thereof, as recorded in Plat Book 3, Page 191, of the Public Records of 

Miami-Dade County, Florida, less the South 15.00 feet for road right of way.

Parcel III:

Lots 7 and 8, Block 1, CENTRAL ADDITION BUENA VISTA, according to the 

Plat thereof, as recorded in Plat Book 3, Page 191, of the Public Records of 

Miami-Dade County, Florida, less the South 15.00 feet for road right of way.

Parcel IV:

A 10.00 foot alley, vacated by City of Miami Ordinance No. 13492 "MAS Index" 

16R5, bounded on the North by the South line of Block 2, CENTRAL 

ADDITION TO BUENA VISTA, according to the plat thereof as recorded in Plat 

Book 3 at Page 191; bounded on the West by the Southerly extension of the East 

line of the West 15.00 feet of said Block 2, bounded on the East by the Southerly 

extension of the East line of said Block 2, bounded on the South by the North line 

of Block 1 of said CENTRAL ADDITION TO BUENA VISTA, all of the Public 

Records of Miami-Dade County, Florida being more particularly described as 

follows:

Begin of the Southeast corner of said Block 2; thence S00°02'50"E along the 

Southerly extension of the East line of said Block 2 for 10.00 feet; thence 

N89°54'40"W along the North line of said Block 1 for 188.61 feet; thence 

N00°00'00"E along the Southerly extension of the East line of the West 15.00 feet 

of said Block 2 for 10.00 feet; thence S89°54'40"E along the South line of said 

Block 2 for 188.60 feet to the Point of Beginning.

E. On July 31, 2018, LV Midtown, LLC (“Secured Creditor” or “LV”) extended a 

loan in the original principal amount of $15,000,000, which is secured by, among other things, a 

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first-priority mortgage encumbering the Property. LV had commenced a foreclosure lawsuit 

prior to the Petition Date and these cases were filed prior to a hearing on summary judgment in 

the foreclosure lawsuit.

F. On June 23, 2021, the Court entered its Order Granting Debtors’ Motion to 

Approve Settlement and Compromise with Secured Creditor LV Midtown, LLC [ECF No. 85], 

pursuant to which the Court approved a Settlement Agreement between the Debtors and LV (the 

“LV Settlement”) and authorized and directed the Debtors and LV to effectuate the terms of the 

LV Settlement. As a result of the LV Settlement, LV is the holder of a first priority allowed 

secured claim in the amount of $20,468,837.91 as of September 15, 2021 (the “LV Secured 

Claim”), of which it may elect to credit bid an amount up to $19,600,000 pursuant to 11 U.S.C. § 

363(k) in connection with a sale process that comports with the LV Settlement, including 

compliance with certain Milestones set forth therein. 

=

G. On May 19, 2021, QR Triptych, LLC (“QR Triptych”) filed Claim No. 6-1 (the 

“QR Claim”). The QR Claim asserts a claim against Debtor Aventura Hotel Properties, LLC in 

the principal amount of $8,238,579.20 and contends that it is secured by a subordinate mortgage 

on the Property. On July 22, 2021, QR Triptych filed an Amended Claim in the amount of 

$10,597,809.81 to include pre-petition interest, attorney’s fees and costs. 

H. On June 15, 2021, the Debtors commenced an adversary proceeding against QR

Triptych and JQ Real Estate, LLC (Adv. Proc. No. 21-12374-RAM) (the “Avoidance 

Litigation”). By the adversary proceeding, the Debtors seek to avoid certain transactions that the 

Debtors allege were paid from the assets of Debtor Aventura Hotel Properties, LLC for the 

benefit of Debtor Triptych Miami Holdings, LLC. Specifically, the Debtors seek to avoid the 

subordinated mortgage in favor of QR Triptych as well as $2.2 million allegedly transferred by 

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Debtor Aventura Hotel Properties, LLC to JQ Real Estate, LLC and $3 million allegedly 

transferred by Debtor Aventura Hotel Properties, LLC to QR Triptych.

I. On July 15, 2021, in compliance with the Milestones set forth in the LV 

Settlement, the Debtors filed the Sale Motion, which, in the absence of a qualified stalking horse 

bid, requested approval of an absolute auction process with a deadline of August 23, 2021 for the 

submission of Qualified Bids (as defined in the Bid Procedures Order). In addition to 

establishing bid procedures for the absolute auction sale of the Property, the Sale Motion also 

requested approval of an Asset Purchase Agreement between the Debtors and Integra Real 

Estate, LLC, which provided for a purchase price for the Property of $25,500,000, but was 

subsequently terminated by Integra Real Estate, LLC.

J. After a hearing on July 22, 2021, the Bid Procedures Order was entered on July 

29, 2021, pursuant to which the Court, among other things, approved the bid procedures set forth 

therein (the “Bid Procedures”), set a deadline of August 23, 2021 for the submission of Qualified 

Bids (the “Bid Deadline”), and approved the Asset Purchase Agreement between the Debtors and 

Integra Real Estate, LLC. Limited objections to the Sale Motion filed by QR Triptych, LLC 

[ECF No. 102] and Fifteen Midtown Properties, LLC [ECF No. 103] were resolved by the 

inclusion of language in the Bid Procedures Order providing for (i) the escrow of any cash 

proceeds from the sale of the Property after payment of LV and certain expenses, and (ii) 

preserving the rights of Fifteen Midtown Properties, LLC with respect to that certain Parking 

Rights Agreement between the Debtor and Fifteen Midtown Properties, LLC.

K. As demonstrated by the record in this case and the representations of Debtors 

counsel in the Sale Motion, upon the record at the hearing on the Sale Motion, and at other 

hearings in these cases, the Debtors have marketed the Property since shortly after the Petition 

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Date through the use of Avison Young, a licensed real-estate broker, in an effort to obtain the 

highest possible sale price for the Property. The Debtors also marketed the Property prior to the 

Petition Date.

L. Prior to the Bid Deadline, LV submitted an initial credit bid in the amount of 

$10,000 (the “LV Credit Bid”), which credit bid was deemed a Qualified Bid in accordance with 

the Bid Procedures. No other Qualified Bids were received by the Debtor prior to the Bid 

Deadline or prior to the sale hearing. In addition, no bids were rejected by the Debtors as not 

meeting the requirements of a Qualified Bid. Accordingly, the Court finds that the LV Credit 

Bid is the highest and best bid and that LV is the Successful Bidder.

M. The Debtors and LV complied with the Bid Procedures Order and the Bid 

Procedures in all respects. The Bid Procedures were substantively and procedurally fair to all

parties and all potential bidders and afforded notice and a full, fair, and reasonable opportunity 

for any person to make a higher or otherwise better offer to purchase the Property.

N. The transfer of the Property to LV shall be a legal, valid, and effective transfer of 

the Property and will vest LV with all right, title, and interest of the Debtors to the Property free 

and clear of all pledges, liens, security interests, mortgages, leases, subleases, options, rights of 

use or possession, rights of first offer or first refusal, easements, servitudes, restrictive covenants, 

encroachments, encumbrances, claims, charges, options, third party interests and other interests

or restrictions or limitations of any kind thereon and there against (collectively, the “Interests”)

and free and clear of (i) all claims against the Debtors or the Property arising under or out of, in 

connection with, or in any way relating to, any acts of the Debtor, (ii) all claims, rights and

causes of action against LV or any successor or assign arising by virtue of its acquisition of the 

Property or based on theories of transferee or successor liability under any law, statute or 

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regulation of the United States, any state, territory, or possession thereof or the District of 

Columbia, and (iii) all claims that the Property is subject to any lien or encumbrance by virtue of 

any obligations, demands, guaranties, rights, contractual commitments, restrictions, interests and 

matters of any kind or nature whatsoever, whether arising prior to or subsequent to the 

commencement of the Debtor’s bankruptcy case, and whether imposed by agreement, 

understanding, law, equity or otherwise (collectively, “Claims”), in accordance with section 363 

of the Bankruptcy Code, with such Interests and Claims to attach to the net proceeds of the sale 

of the Property EXCEPT that LV will take title subject to (a) the rights of the parties pursuant to 

that certain Parking Rights Agreement between the Debtor Aventura Hotel Properties, LLC and 

Fifteen Midtown Properties, LLC recorded July 9, 2014 in the Official Records of Miami-Dade 

County, Florida; and (b) the first priority lien of the Miami-Dade County Tax Collector for 

unpaid real estate taxes on the Property, which shall be paid by LV (collectively, the “Excepted 

Interests”). 

O. For the avoidance of doubt, and without limiting the generality of the foregoing, 

to the extent that the following items assert any in rem claims against the Property whatsoever, 

such in rem claims are Claims or Interests for purposes of this Order, are not Excepted Interests, 

and therefore the Property shall be transferred to LV free and clear of such Claims or Interests as 

against the Property: (i) that certain Mortgage, Assignment of Leases and Rents, Fixture Filing 

and Security Agreement from Aventura Hotel Properties, LLC, a Florida limited liability 

company to LV Midtown LLC, a Florida limited liability company, dated July 31, 2018, filed of 

record August 14, 2018, in Official Records Book 31098, Page 4386, in the original principal 

amount of $15,000,000.00 and the corresponding UCC-1 Financing Statement recorded August 

14, 2018 in Official Records Book 31098 Page 4424; (ii) the subordinate Mortgage and Security 

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Agreement from Aventura Hotel Properties, LLC, a Florida limited liability company to QR 

TRIPTYCH LLC, a Florida limited liability company, dated July 31, 2018, filed of record 

August 14, 2018, in Official Records Book 31098, Page 4432, in the original principal amount of 

$8,238,579.20, together with Assignment of Rents and Leases and Agreements Affecting Real 

Estate from Aventura Hotel Properties, LLC, a Florida limited liability company to QR 

TRIPTYCH LLC, a Florida limited liability company, filed of record August 14, 2018 in Official 

Records Book 31098, Page 4457; and (iii) the Claims of OHL Building Inc. as set forth in Case 

No. 2020-022171-CA-01 filed in Miami-Dade County Circuit Court.

P. The Debtors may sell the Property free and clear of all Interests and Claims of 

any kind or nature whatsoever other than the Excepted Interests set forth above because, in each 

case, one or more of the standards set forth in section 363(f)(1)-(5) of the Bankruptcy Code have

been satisfied. Those parties with Claims or Interests in the Property that did not object or that 

withdrew their objections to the Sale Motion are deemed to have consented pursuant to section 

363(f)(2) of the Bankruptcy Code. To the extent that any parties have not consented or been 

deemed to have consented, such parties with Claims or Interests in the Property fall within one or 

more of the other subsections of sections 363(f) of the Bankruptcy Code.

Q. With respect to the subordinate mortgage lien claimed by QR Triptych, LLC, the 

Property may be sold free and clear of the subordinate mortgage lien and any other Interests and 

Claims held by QR Triptych, LLC pursuant to 11 U.S.C. § 363(f)(1)(3) & (5) because (a) Florida 

law permits a foreclosure sale free and clear of such subordinate mortgage lien, (b) QR Triptych, 

LLC could be compelled in a legal or equitable proceeding to accept a money satisfaction of its 

mortgage lien, and/or (c) QR Triptych, LLC’s interest is in bona fide dispute as set forth in the 

Avoidance Litigation.

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R. LV would not consummate the sale if the sale of the Property were not free and 

clear of all Interests and Claims (other than the Excepted Interests) relating to the Property, the 

ownership or operation Debtors’ business or the ownership or operation of the Property prior to 

the transfer of the Property, or if LV would, or in the future could, be liable for any such Interests 

or Claims (other than the Excepted Interests).

S. Although the sale of the Property to LV is for a nominal credit bid of $10,000 

(the “Credit Bid”), the LV Secured Claim exceeds $20 million and, in accordance with Florida 

law, in the event that LV pursues a deficiency judgment, the state court having jurisdiction over 

the deficiency claims, if any, will consider the fair market value of the Property as of the date of 

the transfer hereunder irrespective of the Credit Bid, such that this Order shall not constitute res 

judicata and/or collateral estoppel as to the fair market value of the Property. Ahman v. Cobb 

Corner, Inc., 762 So.2d 944 (4th DCA 2000). Accordingly, given the amount of the LV Secured 

Claim and that the Debtors and any guarantors shall receive credit for the fair market value of the 

Property, the Court finds that the sale is fair and reasonable and shall be deemed for all purposes 

to constitute a transfer for reasonably equivalent value and fair consideration under the 

Bankruptcy Code and any other applicable law. No other person or entity, or group of persons or 

entities, has offered to purchase the Property for an amount that would provide greater value to 

the Debtors than LV, including through the reduction of claims against the Debtors’ estates.

T. LV negotiated the LV Settlement with the Debtors in good faith and from arm’s 

length bargaining positions and submitted its credit bid in good faith and without collusion with 

any other potential bidder. There is no evidence that LV nor any other party colluded to control 

the sale price. LV is not an insider or affiliate of the Debtors. Accordingly, LV is entitled to the

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benefits and protections provided by 11 U.S.C. § 363(m) of the Bankruptcy Code in connection 

with the sale and the sale is not subject to avoidance pursuant to 11 U.S.C. § 363(n).

U. Fed. R. Bankr. P. 6004(h) provides that an “order authorizing the use, sale, or

lease of property . . . is stayed until the expiration of 14 days after entry of the order, unless

the court orders otherwise.” The Debtors and LV have requested that the Sale Order be

effective immediately by providing that the fourteen (14) day stay under Fed. R. Bankr. P.

6004(h) be waived. The court finds that there is no reason for delay in the implementation of 

this Order and waives the fourteen (14) day stay.

V. The Debtors have full authority to execute all documents necessary or desirable in 

order to consummate the sale without the necessity of any consents, approvals, or corporate 

action whatsoever.

NOW THEREFORE, IT IS ORDERED, ADJUDGED, AND DECREED THAT:

1. The Motion is GRANTED, solely to the extent set forth herein.

2. The findings of fact set forth above and conclusions of law stated herein shall 

constitute the Court's findings of fact and conclusions of law pursuant to Federal Rule of 

Bankruptcy Procedure 7052, as made applicable to this proceeding by Federal Rule of 

Bankruptcy Procedure 9014. To the extent any finding of fact later shall be determined to be a 

conclusion of law, it shall be so deemed, and to the extent any conclusion of law later shall be 

determined to be a finding of fact, it shall be so deemed.

3. Any objections to the entry of this Order or the relief provided herein that have 

not been withdrawn, waived, or settled and that are not otherwise addressed herein, including all 

reservations of rights included therein, are hereby overruled on the merits. 

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4. Notice of the hearing on the Motion and the relief granted herein was fair and 

equitable under the circumstances and complied in all respects with 11 U.S.C. § 102(1) and 

Federal Rules of Bankruptcy Procedure 2002, 6004, and 6006. A reasonable opportunity to 

object or be heard with respect to the Sale Motion, the Bid Procedures, and the sale has been 

afforded to all interested persons and entities and such notice was good and sufficient. To the 

extent required in order to grant the relief herein, good cause exists to shorten notice pursuant to 

Federal Rule of Bankruptcy Procedure 2002(a).

5. Pursuant to 11 U.S.C. § 363(b), the Debtors are authorized and directed to 

consummate the sale pursuant to and in accordance with the terms and conditions of this Order.

6. The Debtor is authorized and directed to execute and deliver to LV all instruments 

and documents that may be reasonably necessary or desirable to consummate the sale including, 

for the avoidance of doubt, the execution and delivery of a quitclaim deed in favor of LV, and to 

take all further actions as may be requested by LV for the purpose of assigning, transferring, 

granting, conveying and conferring to LV or reducing to possession, the Property, or as may be 

necessary or appropriate to the performance of the obligations as set forth in this Order. 

Notwithstanding the foregoing, the Debtors shall be not be required to pay for any documentary 

stamps or other closing costs and expenses to effectuate the transfer of the Property to LV.

7. Pursuant to sections 105(a) and 363(f) of the Bankruptcy Code, the Property shall 

be transferred to LV, and the transfer of the Property to LV hereunder shall constitute a legal, 

valid, and effective transfer of the Property and shall vest LV with all right, title, and interest of 

the Debtors in and to the Property free and clear of all Interests and Claims of any kind or nature 

whatsoever, other than the Excepted Interests.

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8. This Order (a) shall be effective as a determination that, as of the transfer of the 

Property hereunder to LV, all Interests and Claims of any kind or nature whatsoever existing in 

or against the Property prior to the transfer of the Property (other than the Excepted Interests) 

have been unconditionally released, discharged and terminated, and that the conveyances 

described herein have been effected, and (b) shall be binding upon and shall govern the acts of 

all entities including without limitation, all filing agents, filing officers, title agents, title 

companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative 

agencies, governmental departments, secretaries of state, federal, state, and local officials, and all 

other persons and entities who may be required by operation of law, the duties of their office, or 

contract, to accept, file, register or otherwise record or release any documents or instruments, or 

who may be required to report or insure any title or state of title in or to any of such assets or 

contracts. Each and every federal, state, and local governmental agency or department is hereby 

directed to accept any and all documents and instruments necessary and appropriate to 

consummate the sale.

9. LV is hereby authorized to file, register, or otherwise record a certified copy of 

this Order, which, once filed, registered, or otherwise recorded, shall constitute conclusive 

evidence of the release of all Interests and Claims with respect to the Property of any kind or 

nature whatsoever (other than the Excepted Interests). The Court reserves jurisdiction to enter 

such further orders as may be necessary to enable LV to obtain and convey title to the Property 

free and clear of any and all Interests and Claims including, without limitation, an order directing 

that the appropriate party execute a release of any instrument presently of record encumbering 

the Property (other than the Excepted Interests).

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10. Except for the Excepted Interests set forth in this Order, effective upon the 

transfer of the Property to LV hereunder, all persons and entities, including, but not limited to, all 

debt security holders, equity security holders, governmental, tax, and regulatory authorities, 

lenders, trade and other creditors, holding Interests or Claims of any kind or nature whatsoever 

against the Debtors or the Property (whether legal or equitable, secured or unsecured, matured or 

unmatured, contingent or non-contingent, senior or subordinated), arising under or out of, in 

connection with, or in any way relating to the Debtors, the operation of the Debtors’ business 

prior to the Closing, or the transfer of the Property to LV, hereby are forever barred, estopped, 

and permanently enjoined from asserting such persons' or entities' Interests or Claims against the 

Property or LV, or its successors or assigns, property, or assets, provided however, that nothing 

herein shall preclude the assertion, commencement, or continuation against LV of any in 

personam claims, causes of action, defenses, affirmative defenses, or counterclaims that may 

exist directly against LV based on any alleged act or omission of LV including, without 

limitation, QR Triptych, LLC’s claim alleging damages caused by LV having allegedly breached 

the Intercreditor Agreement prior to the Petition Date, with any such claims being subject to any 

defenses, affirmative defenses, or counterclaims that may be asserted by LV. 

11. Except for the Excepted Interests, LV shall have no liability or responsibility for 

any liability or other obligation of the Debtors arising under or related to the Property by virtue 

of its acquisition of the Property. Without limiting the generality of the foregoing, and except as 

otherwise specifically provided herein, LV shall not be liable for any claims against the Debtors

or any of its predecessors or affiliates except for the Excepted Interests, and LV shall have no 

successor or vicarious liabilities of any kind or character whether known or unknown as of the 

date of the transfer of the Property, now existing or hereafter arising, whether fixed or 

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contingent, with respect to the Debtors or any obligations of the Debtors arising prior to the 

Closing, including, but not limited to, (a) liabilities on account of any taxes arising, accruing, or 

payable under, out of, in connection with, or in any way relating to the operation of the Debtors’

business prior to the closing date (except for the Excepted Interest for real property taxes) and 

(b) liabilities based on any theory of antitrust, environmental, successor or transferee liability, 

labor law, de facto merger or substantial continuity. Under no circumstances shall LV be 

deemed a successor of or to the Debtors for any Interest or Claim against or in the Debtors or the 

Property of any kind or nature whatsoever. 

12. This Court retains jurisdiction over any matter or dispute arising from or relating 

to the implementation of this Order including, but not limited to, retaining jurisdiction to (a) 

determine the nature, character and ownership of the Property, (b) compel delivery of the 

Property to LV, (c) interpret, implement, and enforce the provisions of this Order, and (d) protect 

LV against any Interests or Claims with respect to the Debtors or Property, of any kind or nature 

whatsoever other than the Excepted Interests.

13. The sale is undertaken by LV in good faith, as that term is used in section 363(m) 

of the Bankruptcy Code. Accordingly, the reversal or modification on appeal of the authorization 

provided herein to consummate the sale shall not affect the validity of the sale as to LV, except 

to the extent such authorization is duly stayed pending such appeal prior to such consummation. 

LV is a purchaser in good faith of the Property, and is entitled to all of the protections afforded 

by section 363(m) of the Bankruptcy Code. The sale authorized by this Order is not subject to 

avoidance pursuant to section 363(n) of the Bankruptcy Code.

14. The terms and provisions of this Order shall be binding in all respects upon, and 

shall inure to the benefit of, the Debtors, their estates and creditors, LV and its affiliates, 

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successors and assigns, and shall be binding in all respects upon any affected third parties 

including, but not limited to, all persons asserting Interests or Claims with respect to the 

Property, notwithstanding any subsequent appointment of any trustee(s) or similar party under 

any chapter of the Bankruptcy Code and notwithstanding any subsequent dismissal of the 

Debtors bankruptcy cases. 

15. All of the provisions of this Order are nonseverable and mutually dependent.

16. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 

7062 and 9014 or otherwise, the terms and conditions of this Order shall be immediately 

effective and enforceable upon its entry, and the Debtor and LV are authorized to close the sale

immediately upon entry of this Order although LV shall not be required to close the sale until the 

deadline for the filing of an appeal of this Order has expired without the filing of a timely notice 

of appeal or, if such a notice is filed, the final and non-appealable resolution of such appeal.

17. Debtors shall serve copies of this Order by mail, postage prepaid to: (a) all 

creditors of the Debtors; (b) counsel to all secured creditors claiming interests in the subject 

Property; (c) all holders of Interests or Claims against the Debtors or the Property; (e) the Office 

of the United States Trustee for the Southern District of Florida; (f) known entities holding or 

asserting a security interest in or lien against the Property; (g) taxing authorities whose rights 

may be affected by a sale of the Property; (h) all government agencies required to receive notice 

of proceedings under the Bankruptcy Rules; and (i) all parties that have requested notice 

pursuant to Bankruptcy Rule 2002.

# # #

Submitted by:

Jeffrey I. Snyder, Esq.

Bilzin Sumberg Baena Price & Axelrod, LLP

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1450 Brickell Avenue, Suite 2300

Miami, FL 33131 

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