UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov

In re: Chapter 11 Cases 

LIBERTY POWER HOLDINGS, LLC, Case No. 21-13797-SMG 

LPT, LLC, Case No. 21-15537-SMG 

LIBERTY POWER MARYLAND, LLC, Case No. 21-15539-SMG 

LIBERTY POWER DISTRICT OF Case No. 21-15540-SMG 

COLUMBIA, LLC, 

 (Jointly administered 21-13797-SMG) 

/ 

DEBTORS’ MOTION FOR THE ENTRY OF AN ORDER (I) APPROVING PRIVATE

SALE OF THE DEBTORS’ CHARGED-OFF CUSTOMER ACCOUNTS PURSUANT TO 

11 U.S.C. §363 FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND 

INTERESTS; (II) APPROVING THE TERMS OF PURCHASE AND SALE 

AGREEMENT (III) APPROVING PAYMENT OF FEE TO MONTICELLO 

CONSULTING GROUP LIMITED; AND (IV) GRANTING RELATED RELIEF 

(Expedited hearing requested for July 6, 2022 at 2:30 p.m.)1

LIBERTY POWER HOLDINGS, LLC (“Holdings”), LIBERTY POWER DISTRICT 

OF COLUMBIA, LLC (“Liberty District of Columbia”), LPT, LLC (“LPT”) and LIBERTY 

POWER MARYLAND, LLC (“Liberty Maryland”)(collectively, the “Debtors”), by and through 

their undersigned counsel, file this motion (the “Sale Motion”) pursuant to sections 105 and 363 

of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2002, 6004, and 9013 of the 

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rule 6004-1(B) of 

the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for 

the Southern District of Florida (the “Local Rules”) for the entry of an Order (the “Sale Order”), 

in substantially the form attached hereto as Exhibit “A”: (1) approving the sale of those certain 

 

1 Contemporaneously with the filing of this Motion, the Debtors filed Debtors’ Ex-Parte Motion for An Order 

Shortening the Notice Period for Hearing on the Sale Motion seeking the entry of an order shortening the notice period 

on the Sale Motion and requesting a hearing on July 6, 2022 at 2:30 p.m. 

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delinquent customer account receivables that have been charged-off by one or more of the Debtors 

in connection with the operation of the Debtors’ business (collectively, the “Accounts”) free and 

clear of all liens, claims, encumbrances and interests in accordance with that certain Purchase and 

Sale Agreement, dated as of June 15, 2022, by and between the Debtors, as sellers, and Orion 

Portfolio Services, LLC, (“Orion”) as purchaser (the “Purchase Agreement”),2

 a fully executed 

copy of which Purchase Agreement is attached hereto as Exhibit “B;” (2) approving the terms of 

the Purchase Agreement; (3) approving payment of a broker’s fee to Monticello Consulting Group 

Limited (‘MCG”) associated with the sale of the Accounts proposed herein, and (4) granting 

related relief. In support thereof, the Debtors respectfully state as follows: 

Disclosures Under Bankruptcy Rules, Local Rules and Guidelines 

Pursuant to Local Rule 6004-1(B), the Debtors submit the following summary of the 

material terms of the proposed sale of the Accounts. 

Material Provisions Summary Description 

Purchaser Orion Portfolio Services, LLC (the “Purchaser”). The Purchaser is not an insider 

or affiliate of the Debtors. 

Purchase Price $187,762.43. 

The purchase price to be paid by Purchaser to Seller for the Accounts is determined 

by multiplying the current aggregate balance of the Accounts, which is currently 

$23,470,304, by the price of 0.8%. The Purchase Price is subject to a final 

reconciliation based on the Final Electronic File (as defined in the Purchase 

Agreement). 

Closing /Transfer Date The Closing/Transfer Date shall occur on a date to be agreed to by Purchaser and 

Seller but in no event later than ten (10) days after the entry of the Sale Order by 

the Bankruptcy Court. 

“As Is” Sale The purchase and sale of the Accounts is “as is, where is” without any 

representation or warranty on the part of the Debtors other than the Debtors have 

title to the Accounts and the Debtors’ books and records reflect that the Accounts 

are valid obligations of the Debtors’ customers. 

Post-Closing Conditions For a period of forty-five (45) days after the Transfer Date, the Debtors agree to and 

shall remit or transfer to Purchaser all direct payments received by the Debtors with 

respect to the Accounts being sold and assigned to Purchaser hereunder in the same 

 

2

 All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the 

Purchase Agreement. 

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form received by the Debtors, including if applicable properly endorsed to 

Purchaser. In addition to remitting such payments to Purchaser, the Debtors agree 

to and shall also provide Purchaser with: (a) information on the Account and 

Accountholder making each such payment; and (b) the amount of the payment. 

Good Faith Deposit $20,000.00 

Transfer of Personally 

Identifiable Information 

The Debtors maintain certain personally identifiable information with respect to the 

customers’ Accounts. Pursuant to Section 13 of the Purchase Agreement, the 

Purchaser has agreed that (i) any and all personally identifiable information with 

respect to any Accountholder shall only be used for purposes of collecting the 

Accounts, (ii) Purchaser will not use, sell, transfer or utilize any such data for any 

other purpose without the express written consent of the Debtors, (iii) Purchaser 

acknowledges that such personally identifiable information constitutes confidential 

information of Sellers and the Accountholders, and (iv) Purchaser will maintain the 

confidentiality of such information by not disclosing any such information to any 

person or entity, except to the employees and subcontractors of Purchaser that need 

to review and process such information to collect the Accounts.

Potential Lienholders Boston Energy Trading and Marketing, LLC (“BETM”); Mr. David Hernandez and 

Mr. Martin Halpern (the “Mezzanine Lenders”); Shell Energy North America (US), 

L.P. (“Shell Energy”). 

Jurisdiction and Venue 

1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. §§ 157 

and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of the Debtor’s 

bankruptcy case and this Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 

2. The statutory predicates for the relief requested herein are sections 105(a) and 363 

of the Bankruptcy Code, and Rule 2002, 6004 and 9013 of the Bankruptcy Rules and Rule 6004-

1(B) of the Local Rules. 

Relevant Background 

3. On April 20, 2021 (the “Petition Date”), Holdings filed a voluntary petition in this 

Court for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). 

Since that time, the Debtor has operated as a debtor-in-possession pursuant to Sections 1107 and 

1108 of the Bankruptcy Code. 

4. On June 4, 2021 (the “Subsidiary Petition Date”), the Subsidiary Debtors each filed 

chapter 11 bankruptcy petition, which bankruptcy cases were jointly administered with the Chapter 

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11 case of Holdings, including to facilitate the sale of all or substantially all of the Debtors’ assets, 

including without limitation, retail customer contracts, pursuant to Sections 363 and 365 of the 

Bankruptcy Code. 

5. As of the date hereof, no creditors’ committee has been appointed in this case. In 

addition, no trustee or examiner has been appointed. 

6. The Debtor is operating its business and managing its affairs as a debtor in 

possession pursuant to 11 U.S.C. §§1107(a) and 1108. 

7. For a detailed description of the Debtor, its operations and assets and liabilities, the 

Debtor respectfully refers the Court and parties-in-interest to the Declaration of Bob Butler, Chief 

Restructuring Officer, in Support of the Chapter 11 Petition and First Day Motions (the “First Day 

Declaration”) [ECF No. 10]. 

Sale of Assets to NRG Energy, Inc. and Rejection/Termination of Contracts 

8. On September 10, 2021 the Court conducted an evidentiary hearing on the proposed 

sale of substantially all of the Debtors’ active customer accounts (the “Purchased Assets”) to NRG 

Energy, Inc. (“NRG”), pursuant to the Debtors’ Expedited Motion For The Entry Of An Order (1) 

Approving Competitive Bidding Procedures For The Sale Of Substantially All Of The Debtor’s 

Assets, (2) Scheduling Dates To Conduct Auction And Sale Hearing, (3) Approving The Form And 

Manner Of Notices, (4) Approving The Sale Of Substantially All Of The Debtor’s Assets Free And 

Clear Of All Liens, Claims, Encumbrances And Interests, (5) Approving Assumption And 

Assignment Procedures For Executory Contracts, And (6) Granting Related Relief [ECF No. 98].

9. On September 14, 2021, the Court entered its Order (I) Approving Sale of 

Purchased As Free and Clear of Liens, Claims, Encumbrances, and Other Interests (II) 

Authorizing Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in 

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Connection Therewith and (III) Granting Related Relief [ECF No. 385](the “NRG Sale Order”).

10. On September 22, 2021, the Debtors and NRG closed on the sale of the Purchased 

Assets pursuant to the terms of the NRG Sale Order. In connection therewith and with the 

exception of a limited number of remaining customers in Illinois whose transfer is in progress, the 

Debtors have transferred to NRG all of the customer accounts required to be sold to NRG pursuant 

to the NRG Sale Order, including providing all required notices to customers and regulatory 

agencies, and complying with all applicable laws related thereto. In connection therewith, NRG 

has paid the Debtors substantially all of the purchase price for the Purchased Assets, with the 

exception of certain remaining amounts that are the subject of a final reconciliation being 

performed by the parties in respect of the transfer of customer accounts in the East.

11. As part of the transition process to NRG and after evaluating their remaining 

customer accounts, the Debtors filed six separate motions to reject and/or terminate certain of their 

customer accounts not being sold to the Buyer, which motions were approved by separate orders 

of the Court. [ECF Nos. 431, 459, 460, 525, 590 and 691] (collectively, the “Rejection/Termination 

Orders”). In addition, the Debtors recently filed Debtors’ Expedited Motion for Entry of an Order 

(I) Authorizing the Rejection or Termination of all Remaining Executory Customer Contracts in 

the State of Texas, (II) Authorizing and Directing the Orderly Transition of such Customer 

Accounts to the “Provider of Last Resort” in Texas, and (III) Setting a Bar Date for the Filing of 

Claims Related Thereto [ECF No. 716] (the “Texas Motion”), which Texas Motion is set for 

hearing on July 6, 2022. 

Retention of Monticello Consulting Group Limited and 

Marketing of the Portfolio of Accounts 

12. On March 11, 2022, the Debtors filed Debtors’ Expedited Application Pursuant To 

11 U.S.C. §§ 105(A) And 363(B) For Entry Of An Order (I) Authorizing And Approving The 

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Engagement Of Monticello Consulting Group, Limited, And (II) Granting Related Relief [ECF No. 

584] seeking the entry of an Order authorizing the employment of MCG to perform specialized 

advisory services related to all aspects of marketing and selling the Debtors’ portfolio of chargedoff customer receivables. On March 17, 2022, the Court entered an Order authorizing the 

employment of MCG and approving the compensation to MCG for the services to be performed 

for and on behalf of the Debtors [ECF No. 592] (the “MCG Retention Order”). 

13. Shortly after its retention, MCG worked with the Debtors to compile the portfolio 

of Accounts and related information that would be marketed for sale. MCG’s marketing process 

included identifying and soliciting various parties, including debt buyers and collection agencies, 

that would be interested in the purchase of the Debtors’ Accounts, which consist of delinquent 

residential and commercial customer account receivables that have been charged-off by one or 

more of the Debtors in connection with the operation of the Debtors’ business. As a result of that 

process, approximately 24 potential bidders expressed an interest in bidding on the Accounts. Of 

those parties, thirteen (13) potential bidders signed Confidentiality and Nondisclosure Agreements 

with the Debtors. 

14. On April 18, 2022, MCG issued a Request for Proposal (“RFP”) to the 13 potential 

bidders. The RFP included a file containing the portfolio of Accounts, which consisted of 65,225 

residential and commercial accounts with an aggregate charged-off balance of approximately $24 

million. The Accounts included the charged-off receivables for 2019, 2020, and January thru 

March of 2022. The RFP also included detailed information on the collection efforts made by the 

Debtors, and a proposed draft Purchase and Sale Agreement (the “Draft PSA”). In addition, MCG 

provided the potential bidders with documentation to validate every Account. 

15. MCG received four (4) bids in response to the RFP by the deadline of May 11, 

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2022. In addition, each bidder submitted background information on their companies. MCG also 

requested that each bidder submit proposed revisions to the Draft PSA proposed by the Debtors. 

In response, two of the bidders submitted proposed redlined changes to the Draft PSA. The other 

two bidders officially withdrew their bids due to the fact this was a one-time sale and not a forward 

flow or an ongoing relationship. MCG and the Debtors entered into direct negotiations with the 

remaining two bidders. After extensive negotiations, one of the remaining bidders withdrew its 

bid and the Debtors proceeded to enter into the Purchase Agreement with the Purchaser. 

16. In connection with finalizing the Purchase Agreement, the Debtors updated the 

portfolio of Accounts, which ultimately consisted of 64,859 residential and commercial accounts 

with an aggregate charged-off balance of $23,470,304. As a result, Purchaser’s percentage bid of 

.080% resulted in a purchase price in the amount of $187,762.43. The Purchase Price is subject to 

a final reconciliation once the Debtors provide the Final Electronic File to the Purchaser in 

accordance with the Purchase Agreement. 

17. The Debtors, in the exercise of their best business judgment, believe that the process 

outlined above generated the highest and best price for the Accounts. 

The Proposed Private Sale 

18. Through the robust marketing efforts of MCG described above and after 

exchanging several drafts of the Draft PSA, the Debtors and Purchaser entered into the Purchase 

Agreement for the purchase and sale of the Accounts. The Debtors believe that the Purchase 

Agreement was negotiated in good faith and at arms-length, and that neither Purchaser, nor any of 

its member(s), are insiders of any of the Debtors. Further, no separate or side agreements have 

been entered into by and between the Purchaser and the Debtors.

19. The closing and transfer of the Accounts under the terms of the Purchase 

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Agreement is to occur on a date to be agreed to by the Purchaser and the Debtors but in no event 

later than ten (10) days after the entry of the Sale Order by the Bankruptcy Court (the “Transfer 

Date”). On the Transfer Date, the Debtors have agreed to sell, convey, transfer, assign and deliver 

to Purchaser free and clear of all liens, claims, encumbrances and interests, on an “As Is, Where 

Is” basis and, except as expressly set forth in the Purchase Agreement, without any representation 

or warranty on the part of the Debtors, and Purchaser has agreed to purchase from the Debtors, all 

of the Debtors’ right, title, and interest in and to the Accounts. 

20. The Purchase Agreement provides for the Purchaser to pay the sum of $187,762.43 

(the “Purchase Price”) for the Accounts, which amount is equal to 0.8% of the updated balance of 

the Accounts, which equals $23,470,304. The Debtors have agreed to provide the “Final Electronic 

File” to Purchaser on July 1, 2022. The Parties have agreed that the Final Electronic File shall be 

used to determine the final list of Accounts being sold and assigned under the Purchase Agreement 

and the final calculation of the Purchase Price. 

21. In addition, pursuant to the terms of the Purchase Agreement, for a period of fortyfive (45) days after the Transfer Date, the Debtors have agreed to remit or transfer to Purchaser all 

direct payments received by the Debtors with respect to the Accounts being sold and assigned to 

Purchaser in the same form received by the Debtors, including if applicable properly endorsed to 

Purchaser. In addition to remitting such payments, the Debtors have agreed to provide Purchaser 

with: (a) information on the Account and Accountholder making each such payment; and (b) the 

amount of the payment.

22. The only limited representation and warranties being made by the Debtors in the 

Purchase Agreement are that the Debtors have title to the Accounts and the Debtors’ books and 

records reflect that the Accounts are valid obligations of the Debtors’ customers.

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23. The Purchase Agreement is not subject to financing or any additional due diligence 

on the part of the Purchaser. In addition, the Purchaser has made the good faith deposit of $20,000.

24. Lastly, the Purchaser has agreed to maintain the confidentiality of the personal 

identifiable information of the customers who are the subject of the Accounts. Specifically, section 

13 of the Purchase Agreement provides that (i) any and all personally identifiable information with 

respect to any Accountholder shall only be used for purposes of collecting the Accounts, (ii) 

Purchaser will not use, sell, transfer or utilize any such data for any other purpose without the 

express written consent of the Debtors, (iii) Purchaser acknowledges that such personally 

identifiable information constitutes confidential information of Sellers and the Accountholders, 

and (iv) Purchaser will maintain the confidentiality of such information by not disclosing any such 

information to any person or entity, except to the employees and subcontractors of Purchaser that 

need to review and process such information to collect the Accounts.

25. In connection with the proposed transaction in the Purchase Agreement, MCG is 

entitled to compensation for its services as described and approved by this Court in the MCG 

Retention Order. Based upon the Purchase Price set forth above, MCG is entitled to a fee in the 

amount of $15,000 (the “MCG Fee”).

26. The Debtors’ senior secured creditor, BETM, has consented to the sale of the 

Accounts pursuant to the terms of the Purchase Agreement.

RELIEF REQUESTED 

27. Pursuant to this Motion, the Debtors seek entry of the Sale Order, in the form 

attached hereto as Exhibit “A”: (i) approving the proposed sale of the Accounts to Purchaser 

pursuant to the terms of the Purchase Agreement under Sections 363(b), (f) and (m) of the 

Bankruptcy Code free and clear of any and all liens, claims, encumbrances and interests, (ii) 

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approving the terms of the Purchase Agreement, (iii) authorizing the payment of MCB’s Fee; and 

(iv) granting related relief as set forth in the Sale Order. 

BASIS FOR RELIEF REQUESTED 

A. The Sale of the Accounts is Authorized by Section 363 of the Bankruptcy Code as a 

Sound Exercise of the Debtors’ Business Judgment. 

28. Section 363 of the Bankruptcy Code provides that a debtor, “after notice and a 

hearing, may use, sell, or lease, other than in the ordinary course of business, property of the 

estate.” 11 U.S.C. § 363(b). Although section 363 of the Bankruptcy Code does not specify a 

standard for determining when it is appropriate for a court to authorize the use, sale, or lease of 

property of the estate, courts routinely authorize sales of a debtor’s assets if such sale is based upon 

the sound business judgment of the debtor. See Licensing By Paolo, Inc. v. Sinatra (In re Gucci), 

126 F.3d 380, 387 (2d Cir. 1997) (“A sale of a substantial part of a Chapter 11 estate may be 

conducted if a good business reason exists to support it.”); Meyers v. Martin (In re Martin), 91 

F.3d 389, 395 (3d Cir. 1996); In re Montgomery Ward Holding Corp., 242 B.R. 147, 153 (D. Del. 

1999); In re Chateaugay Corp., 973 F.2d 141, 143 (2d Cir. 1992); Stephens Indus. v. McClung, 

789 F.2d 386, 390 (6th Cir. 1986) (“bankruptcy court can authorize a sale of all a Chapter 11 

debtor’s assets under [section] 363(b)(1) when a sound business purpose dictates such action.”); 

Comm. of Equity Security Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1071 (2d 

Cir. 1983). 

29. A debtor in possession is entitled to exercise its business judgment in managing its 

sale process. See In re Philips, 2013 WL 1899611, at *10 (M.D. Fla. 2013) (determining trustee’s 

sale “are ultimately a matter of discretion that depends upon the dynamics of the particular 

situation.”). “The Bankruptcy Court evaluates whether the Trustee exercised sound and reasonable 

business judgment, but without substituting its own judgment for that of the Trustee.” Philips, 

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2013 WL 1899611, at *10. 

30. Importantly, the Bankruptcy Rules do not require public auctions, and, in fact, 

expressly contemplate private sales. Fed. R. Bankr. P. 6004(f)(1) (“All sales not in the ordinary 

course of business may be by private sale or by public auction.”) (emphasis added); In re 160 

Royal Palm, LLC, 600 B.R. 119, 127 (S.D. Fla. 2019), aff'd, 785 Fed. Appx. 829 (11th Cir. 2019) 

(“[P]rivate sales are not unheard of in bankruptcy proceedings, and are in fact expressly 

contemplated by the bankruptcy rules.”); In re Brumfiel, 11-39881 HRT, 2015 WL 1339837, at *7 

(Bankr. D. Colo. Mar. 20, 2015); In re Wieboldt Stores, Inc., 92 B.R. 309, 312 (N.D. Ill. 1988) 

(“Section 363(b) is not limited to sales involving competitive bidding. Bankruptcy Rule 6004, 

which sets forth procedures for Section 363(b) transfers, expressly provides for private sales.”). 

31. Thus, a large measure of discretion is accorded a bankruptcy court in deciding 

whether a private sale of a debtor's assets should be approved. See In re Nicole Energy Servs., 385 

B.R. 201, 230 (Bankr. S.D. Ohio 2008); see also In re Embrace Sys. Corp., 178 B.R. 112, 123 

(Bankr. W.D. Mich. 1995) (citing In re Blue Coal Corp., 168 B.R. 553, 564 (Bankr. M.D. Pa. 

1994)). Furthermore, evidence that a transaction involving estate property under section 363 of 

the Bankruptcy Code will be at fair market value permits the conclusion that the transaction is in 

the best interest of the estate. See In re Planned Sys., Inc., 82 B.R. 919, 923 (Bankr. S.D. Ohio 

1988) (finding sufficient evidence of fair market value and adequate exposure where property was 

listed with a broker since the prior year); In re The Great Atl. & Pac. Tea Co., Inc., 544 B.R. 43, 

49 (Bankr. S.D.N.Y. 2016) (providing that, subject to additional disclosures as to why the debtor 

proposes a private sale and why such a sale is likely to maximize the sale price, the court does not 

“express a preference for public sales over private sales as a means to maximize the sale price”). 

32. Bankruptcy courts have approved private sales where the benefit of the private sale 

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outweighs the delay and expense of conducting a public auction. See In re Hawker Beechcraft, 

Inc., Case No. 12-11873 (SMB) (Bankr. S.D.N.Y. Nov. 29, 2012) [Docket No. 857] (authorizing 

private sale under Rule 6004(f)(1) where public auction would require estate to incur substantial 

additional costs, but would result in no additional value to the estate); In re Dewey & Leboeuf LLP, 

12-12321 MG, 2012 WL 5386276, at *6 (Bankr. S.D.N.Y. Nov. 1, 2012) (finding a good business 

reason to sell assets pursuant to a private sale where a public sale would be more costly); In re 

Sonix Med. Res. Inc., Case No. 09-77781 (DTE), 2010 Bankr. LEXIS 5471 (Bankr. E.D.N.Y. 

March 19, 2010) (authorizing private sale of debtors’ assets and approving asset purchase 

agreement where there was substantial risk that value of assets would deteriorate if sale was not 

consummated and purchase agreement was best opportunity to realize value of assets on goingconcern basis and avoid decline and devaluation of debtors’ business). 

33. The “business judgment standard is satisfied if a debtor ‘acted on an informed basis, 

in good faith and in the honest belief that the action taken was in the best interest of the company.’” 

In re Wildwood Villages, LLC, No. 3:20-bk-02569-RCT, 2021 WL 1784074, at *3 (Bankr. M.D 

Fla. Feb. 22, 2021) quoting In re Integrated Res., Inc., 147 B.R. 650, 656 (Bankr. S.D.N.Y. 1992). 

In connection therewith, Courts “should not generally interfere with business decisions absent a 

showing of ‘bad faith, self-interest, or gross negligence.’” Id. quoting In re Borders Grp., Inc., 453 

B.R. 477, 482 (Bankr. S.D.N.Y. 2011). Moreover, “[a] debtor’s business judgment should be 

approved by the court unless it is shown to be so manifestly unreasonable that it could not be based 

on sound business judgment, but only on bad faith, whim or caprice.” In re 160 Royal Palm, 600 

B.R. at 126. 

34. In addition to the above, Courts also typically consider four factors in determining 

whether a proposed sale satisfies the business judgment standard: (a) whether a sound business 

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justification exists for the sale, (b) whether adequate and reasonable notice of the sale was given 

to interested parties, (c) whether the sale will produce a fair and reasonable price for the property, 

and (d) whether the parties have acted in good faith. See, e.g., In re Weatherly Frozen Food Group, 

Inc., 149 B.R. 480, 483 (Bankr. N.D. Ohio 1992); In re Delaware & Hudson Ry. Co., 124 B.R. 

169, 176 (D. Del. 1991). 

35. In the present case, the Debtors believe that it is appropriate to proceed with a 

private sale of the Accounts. After a robust marketing effort by MCG, the Debtors did not receive 

any offers for the Accounts that were higher or better that the one received from the Purchaser. 

There is no reason to assume that the additional cost and delay of undertaking an auction process 

would generate a different result. Under these circumstances, the Debtors, in consultation with 

MCG, believe that the best course of action is to sell the Accounts to the Purchaser in a private 

sale. As such, the Debtors believe they have demonstrated a sufficient basis to sell the Accounts 

under 11 U.S.C. §§ 363(b) and (f), and that such actions are appropriate and reasonable exercise 

of the Debtors’ business judgment and are in the best interests of the Debtors, the estates and their 

creditors. 

36. A valid business purpose exists for approval of the transactions contemplated by 

the Motion pursuant to section 363(b) of the Bankruptcy Code. The Debtors have not been able 

to collect the Accounts and have written them off. Moreover, the Debtors are liquidating and 

winding down their business operations, and therefore will not have the ability to pursue such 

collection in the future. Given the age of the Accounts and lack of collection activity over a period 

of several years, the Debtors in consultation with MCB believe that the proposed sale to the 

Purchaser is supported by a valid business purpose. Moreover, the Debtors believe that the 

Purchase Price is fair and reasonable, is in the best interest of the Debtors’ estates and constitutes 

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full and adequate consideration and reasonably equivalent value for the Accounts. 

37. The Purchaser is a purchaser in good faith, as that term is used in the Bankruptcy 

Code and the decisions appurtenant thereto, and is entitled to the protections of sections 363(m) 

of the Bankruptcy Code with respect to the purchase of the Accounts. Neither the Debtors nor the 

Purchaser have engaged in any conduct that would prevent the application of 11 U.S.C. § 363(m). 

Specifically, the Purchase Agreement has been negotiated by the Debtors and the Purchaser (and 

their respective affiliates, professionals and representatives) in good faith, at arm’s length and 

without collusion or fraud. The terms and conditions of the Purchase Agreement are fair and 

reasonable, and the sale of the Accounts pursuant to such terms is in the best interest of the Debtors, 

the estates and their creditors. The Purchaser is not an insider of the Debtors. Accordingly, 

Purchaser should be deemed a “good faith purchaser” entitled to the full benefits and protections 

of 11 U.S.C. § 363(m) with respect to the sale of the Accounts. 

38. Based on the above, it is clear that the Debtors’ business judgment to proceed with 

Purchase Agreement is not “manifestly unreasonable” and is not based on “bad faith, whim or 

caprice.” 

39. In addition, each of the above four factors has been satisfied in the present case. 

First, the facts and circumstances of this case establish that sound business reasons exist for the 

Debtor’s efforts to sell the Accounts as part of the Debtors wind-down. The Debtors will be 

providing adequate and reasonable notice to all interested parties of the opportunity to object to 

the sale of the Accounts. See, e.g., Folger Adam Security Inc. v. DeMatteis/MacGregor, 209 F.3d 

252, 265 (3d Cir. 2000) (stating that notice is sufficient if it includes “the time and place of any 

public sale, the terms and conditions of any private sale, states the time for filing objections and, 

if real estate is being sold, provides a general description of the property”). Lastly, the Debtors 

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are proceeding in good faith and will make a showing that the Purchaser has acted in good faith. 

40. Accordingly, the sale of the Accounts to Purchaser pursuant to the Purchase 

Agreement should be approved. 

B. The Debtors’ Request that the Sale of the Accounts be Free and Clear of all Liens, 

Claims, Encumbrances and Interests. 

41. Pursuant to Section 363(f) of the Bankruptcy Code, a debtor may sell property 

under Bankruptcy Code Section 363(b) free and clear of liens, claims and encumbrances if one of 

the following conditions is satisfied: (i) applicable nonbankruptcy law permits the sale of the 

property free and clear of such interest; (ii) the entity holding the lien, claim or encumbrance 

consents to the sale; (iii) the interest is a lien and the price at which such property is to be sold is 

greater than the aggregate value of all liens on the property; (iv) the interest is in bona fide dispute; 

or (v) the entity could be compelled, in a legal or equitable proceeding, to accept a money 

satisfaction of its interest. 11 U.S.C. § 363(f). See In re Smart World Tech., LLC, 423 F.3d 166, 

169 n. 3 (2d Cir. 2005) (“Section 363 permits sales of assets free and clear of claims and interests. 

It thus allows purchasers ... to acquire assets [from a debtor] without any accompanying 

liabilities”); In re Dundee Equity Corp., No. 89-B-10233, 1992 WL 53743, at *3 (Bankr. S.D.N.Y. 

Mar. 6, 1992) (“Section 363(f) is in the disjunctive, such that the sale free of the interest concerned 

may occur if any one of the conditions of § 363(f) have been met”). 

42. To facilitate the sale of the Accounts, the Debtors request that the Court authorize 

the sale of the Accounts free and clear of certain liens, claims, encumbrances, and other interests 

of any type, including the liens asserted by BETM, as secured creditor and DIP lender, and any 

other putative creditor who has asserted a lien on the Accounts (collectively, “Liens”). All of the 

Liens will attach to the Purchase Price (after payment of MCG’s Fee) in the same order of priority 

as existed on the Accounts. 

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16 

43. Section 363(f) of the Bankruptcy Code is drafted in the disjunctive, satisfaction of 

any one of its five requirements will suffice to permit the sale of the property “free and clear” of 

all liens, claims, encumbrances and interests. In re Dundee Equity Corp., 1992 Bankr. LEXIS 

436, at *12 (Bankr. S.D.N.Y. Mar. 6, 1992) (“[s]ection 363(f) is in the disjunctive, such that the 

sale free of the interest concerned may occur if any one of the conditions of § 363(f) have been 

met.”); Mich. Emp’t Sec. Comm’n v. Wolverine Radio Co. (In re Wolverine Radio Co.), 930 F.2d 

1132, 1147 n.24 (6th Cir. 1991) (stating that section 363(f) of the Bankruptcy Code is written in 

the disjunctive; holding that the court may approve the sale “free and clear” provided at least one 

of the subsections of section 363(f) of the Bankruptcy Code is met). 

44. The Debtors believe that one or more of the tests of section 363(f) of the Bankruptcy 

Code will be satisfied with respect to the sale and transfer of the Accounts. In particular, the 

Debtors believe that at least section 363(f)(2) of the Bankruptcy Code will be met because each of 

the parties holding liens on the Accounts, if any, have consented, are contractually bound to 

consent, or absent any objection to this Motion, will be deemed to have consented to, the sale and 

transfer of the Accounts. 

45. Specifically, BETM has consented to the sale of the Accounts pursuant to the 

Purchase Agreement. In addition, the Debtor understands that each of the Mezzanine Lenders and 

Shell Energy are contractually prohibited from objecting to such sale pursuant to the terms of that 

certain Intercreditor Agreement by and among the Debtor, BETM, the Mezzanine Lenders and 

Shell Energy and other parties thereto dated as of July 6, 2020. As a result, the Debtors assert that 

they can satisfy Section 363(f)(2) for a sale of the Accounts free and clear of all Liens. 

C. The Purchaser Should be Afforded All Protections Under Section 363(m) as a Good 

Faith Purchaser. 

46. Section 363(m) of the Bankruptcy Code protects a good faith purchaser’s interest 

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17 

in property purchased from the debtor notwithstanding that the sale conducted under section 363(b) 

was later reversed or modified on appeal. Specifically, section 363(m) states that: 

The reversal or modification on appeal of an authorization under 

[section 363(b)] ... does not affect the validity of a sale ... to an entity 

that purchased ... such property in good faith, whether or not such 

entity knew of the pendency of the appeal, unless such authorization 

and such sale ... were stayed pending appeal 

11 U.S.C. § 363(m). See Allstate Ins. Co. v. Hughes, 174 B.R. 884, 888 (S.D.N.Y. 1994) (“Section 

363(m) . . . provides that good faith transfers of property will not be affected by the reversal or 

modification on appeal of an unstayed order, whether or not the transferee knew of the pendency 

of the appeal”); In re Stein & Day, Inc., 113 B.R. 157, 162 (Bankr. S.D.N.Y. 1990) (“pursuant to 

11 U.S.C. § 363(m), good faith purchasers are protected from the reversal of a sale on appeal 

unless there is a stay pending appeal”). 

47. Although the Bankruptcy Code does not define “good faith,” one court has held 

that: 

the good faith of a purchaser is shown by the integrity of his 

conduct during the course of the sale proceedings; where there is a lack 

of such integrity, a good faith finding may not be made. A purchaser’s 

good faith is lost by ‘fraud, collusion between the purchaser and 

other bidders or the trustee, or an attempt to take grossly unfair 

advantage of other bidders. 

126 F.3d at 390 (quoting In re Rock Industries Machinery Corp., 572 F.2d 1195, 1198 (7th 

Cir. 1978)); see also In re Andy Frain Services, Inc., 798 F.2d 1113, 1125 (7th Cir. 1986). 

48. Here, the Purchase Agreement is the result of arm’s-length and good-faith 

negotiations between the Debtors and the Purchaser. The Debtors and the Purchaser were each 

advised and represented by legal advisors throughout the process. In addition, the Purchaser is not 

related to, affiliated with or an insider of the Debtors. Accordingly, the Debtors submit that 

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18 

providing Purchaser with the “good faith” protections of section 363(m) of the Bankruptcy Code 

is warranted. 

D. The Court Should Waive or Reduce the Periods Required By Rules 6004(h) and 

6006(d) of the Federal Rules of Bankruptcy Procedure. 

49. Pursuant to Rule 6004(h) (formerly Rule 6004(g)) of the Bankruptcy Rules), all 

orders authorizing the sale of property pursuant to Section 363 of the Bankruptcy Code are 

automatically stayed for 14 days after entry of the order, unless the court orders otherwise. Fed. 

R. Bankr. P. 6004(h). Similarly, Bankruptcy Rule 6006(d) provides that “[a]n order authorizing 

the trustee to assign an executory contract or unexpired lease under § 365(f) is stayed until the 

expiration of 14 days after entry of the order, unless the court orders otherwise.” The purpose of 

Bankruptcy Rules 6004(h) and 6006(d) is to provide sufficient time for an objecting party to appeal 

before the order is implemented. See Advisory Committee Notes to Fed. R. Bankr. P. 6004(h) and 

6006(d). 

50. Although Bankruptcy Rules 6004(h) and 6006(d) and the Advisory Committee 

Notes are silent as to when a court should “order otherwise” and eliminate or reduce the 14-day 

stay period, Collier suggests that the 14-day stay period should be eliminated to allow a sale or 

other transaction to close immediately if there is a showing of a sufficient need to close the sale 

within the 10-day period. 10 Collier on Bankruptcy § 6004.10 (15th ed. 2007). 

51. In light of the facts and circumstances of these Chapter 11 cases, it is critical that 

the Debtors close the sale of the Accounts as soon as reasonably possible. Accordingly, the Debtors 

hereby request that the Court waive the 14-day stay period under Bankruptcy Rules 6004(h) and 

6006(d). 

CONCLUSION 

 WHEREFORE, the Debtors respectfully request that this Court enter an Order in 

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19 

substantially the form of the Sale Order attached as Exhibit “A” hereto (i) granting the Motion 

(ii) authorizing the sale of the Accounts to the Purchaser free and clear of any and all liens, claims, 

encumbrances and interests pursuant to sections 363(b), (f) and (m) of the Bankruptcy Code, (iii) 

authorizing the Debtors to consummate the sale transaction set forth in the Purchase Agreement 

pursuant to the terms thereof, (iv) approving payment of the MCG Fee associated with the sales 

transaction in the amount of $15,000.00; (v) waiving the 14 day stay, and (vi) granting any and all 

such further relief as this Court deems proper. 

 Dated this 30th day of June 2022. 

Respectfully Submitted, 

 GENOVESE JOBLOVE & BATTISTA, P.A. 

Counsel for Debtors-in-Possession 

100 Southeast Second Street, Suite 4400 

 Miami, Florida 33131 

 Telephone: (305) 349-2300 

 Facsimile: (305) 349-2310 

 By: /s/ Paul J. Battista 

 Paul J. Battista, Esq. 

Florida Bar No. 884162 

pbattista@gjb-law.com 

Mariaelena Gayo-Guitian, Esq. 

Florida Bar No. 813818 

mguitian@gjb-law.com

Heather L. Harmon 

Florida Bar No. 13192 

hharmon@gjb-law.com 

 

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20 

CERTIFICATE OF SERVICE

 I HEREBY CERTIFY that a true and correct copy of the foregoing was served via 

CM/ECF Notification and/or U.S. Mail to all parties on the attached service list on this 30th day of 

June 2022. 

By: /s Paul J. Battista 

 Paul J. Battista, Esq. 

 

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21 

EXHIBIT A 

PROPOSED SALE ORDER 

 

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[PROPOSED DRAFT ORDER] 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov

In re: Chapter 11 Cases 

LIBERTY POWER HOLDINGS, LLC, Case No. 21-13797-SMG 

LPT, LLC, Case No. 21-15537-SMG 

LIBERTY POWER MARYLAND, LLC, Case No. 21-15539-SMG 

LIBERTY POWER DISTRICT OF Case No. 21-15540-SMG 

COLUMBIA, LLC, 

 (Jointly administered 21-13797-SMG) 

/ 

ORDER APPROVING PRIVATE SALE OF THE DEBTORS’ CHARGED-OFF 

CUSTOMER ACCOUNTS PURSUANT TO 11 U.S.C. §363 FREE AND CLEAR OF ALL 

LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS; (II) APPROVING THE 

TERMS OF PURCHASE AND SALE AGREEMENT; (III) APPROVING PAYMENT OF 

FEE TO MONTICELLO CONSULTING GROUP LIMITED; 

AND (IV) GRANTING RELATED RELIEF 

THIS MATTER came before the Court for hearing on July __, 2022 at ___ am/pm (the 

“Hearing”) on the Debtors’ Motion For The Entry Of An Order (I) Approving Private Sale Of The 

Debtors’ Charged-Off Customer Accounts Pursuant To 11 U.S.C. §363 Free And Clear Of All 

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Liens, Claims, Encumbrances And Interests; (II) Approving The Terms Of Purchase And Sale 

Agreement; (III) Approving Payment Of Fee To Monticello Consulting Group Limited; And (IV) 

Granting Related Relief [ECF No. ] (the “Sale Motion”) filed by LIBERTY POWER 

HOLDINGS, LLC (“Holdings”), LIBERTY POWER DISTRICT OF COLUMBIA, LLC 

(“Liberty District of Columbia”), LPT, LLC (“LPT”) and LIBERTY POWER MARYLAND, LLC 

(“Liberty Maryland”)(collectively, the “Debtors”) seeking entry of an order (this “Sale Order”): 

(i) approving the sale of those certain delinquent customer account receivables that have been 

charged-off by one or more of the Debtors in connection with the operation of the Debtors’ 

business (collectively, the “Accounts”) free and clear of all liens, claims, encumbrances and 

interests in accordance with that certain Purchase and Sale Agreement, dated as of June 15, 2022, 

by and between the Debtors, as sellers, and Orion Portfolio Services, LLC, (“Orion”) as purchaser 

(the “Purchase Agreement”),1 a fully executed copy of which Purchase Agreement is attached 

hereto as Exhibit “B” to the Sale Motion; (ii) approving the terms of the Purchase Agreement; 

(iii) approving payment of a broker’s fee to Monticello Consulting Group Limited (‘MCG”) 

associated with the sale of the Accounts proposed herein, and (iv) granting related relief. This 

Court having determined that proper and adequate notice of the Sale Motion has been given to all 

parties entitled thereto, and that no other or further notice need be given, and that the relief 

requested in the Sale Motion is in the best interests of the Debtors, their estates and creditors and 

other parties in interest, having considered the representations and arguments of counsels and after 

due deliberation thereon; and good and sufficient cause appearing therefor, 

 

1

 All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Sale 

Motion. 

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IT IS HEREBY FOUND AND DETERMINED THAT: 2

Jurisdiction, Final Order, and Statutory Predicates 

A. This Court has jurisdiction to hear and determine the Sale Motion under 28 U.S.C. 

§§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b). Venue of the above captioned 

chapter 11 cases (the “Chapter 11 Cases”) and the Sale Motion is proper under 28 U.S.C. §§ 1408 

and 1409. 

B. The statutory predicates for the relief sought in the Sale Motion are sections 11 

U.S.C. §§105 and 363 of title 11 of the United States Code (the “Bankruptcy Code”), rules 2002, 

6004, and 9013 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local 

Rule 6004-1(B) of the Local Rules of Bankruptcy Practice and Procedure of the United States 

Bankruptcy Court for the Southern District of Florida (the “Local Rules”). The consummation of 

the sale contemplated by the Purchase Agreement and this Sale Order (collectively, the 

“Transaction”) is legal, valid and properly authorized under all applicable provisions of the 

Bankruptcy Code, the Bankruptcy Rules and the Local Rules, and the Debtors, on the one hand, 

and the Purchaser, on the other hand, have complied with all of the applicable requirements of 

such sections and rules in respect of the Transactions. 

Notice of the Sale Motion 

C. The notice of the Sale Motion, including based on the Court’s Order shortening 

time [ECF No. ___], was proper, adequate, and sufficient and in accordance with 11 U.S.C. § 

363(b) of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 9006, 9007, and applicable local 

rules. The Court finds that notice was proper under the circumstances and that cause exists to 

 

2

 The findings and conclusions set forth herein constitute this Court’s findings of fact and conclusions of law pursuant 

to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent that 

any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the 

following conclusions of law constitute findings of fact, they are adopted as such. 

Case 21-13797-SMG Doc 720 Filed 06/30/22 Page 24 of 41
shorten the notice period required under the applicable bankruptcy rules, and specifically 

Bankruptcy Rules 2002(a), 6004, and Local Rule 2002-1(K) and Local Rule 6004. 

D. Notice of the Sale Motion was duly and properly served on all required persons and 

entities in accordance with applicable Bankruptcy Rules. 

Business Judgment 

E. The Debtors have demonstrated good, sufficient and sound business purpose and 

justification for the sale of the Accounts (as defined herein) under the Purchase Agreement under 

11 U.S.C. §§ 363(b) and (f)(3), and such actions are appropriate and reasonable exercise of the 

Debtors’ business judgment and are in the best interests of the Debtors, the estates and their 

creditors. Under the facts and circumstances of these Chapter 11 cases, the Debtors have 

determined that entry into the Purchase Agreement and the sale of the Accounts to Purchaser 

presents the best opportunity to maximize the value of the Debtors’ estate and a valid business 

purpose exists for approval of the transactions contemplated by the Sale Motion pursuant to section 

363(b) of the Bankruptcy Code. 

Marketing Process 

F. The Debtors and their professionals, agents, and other representatives, including 

Monticello Consulting Group Limited (“MCG”), have marketed the Accounts and conducted all 

aspects of the sale process at arm’s length and in good faith. The marketing process undertaken 

by Debtors, and its professionals, agents and other representatives, including MCG, with respect 

to the Accounts have been adequate and appropriate and reasonably calculated to maximize value 

for the benefit of all stakeholders. The Purchase Agreement constitutes the best and highest offer 

for the Accounts. 

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G. The purchase price of $187,762.43 for the Accounts, subject to the final 

reconciliation as provided in the Purchase Agreement, is fair and reasonable, is in the best interest 

of the Debtors’ estates and constitutes full and adequate consideration and reasonably equivalent 

value for the Accounts. 

H. The terms of the Purchase Agreement attached to the Sale Motion as Exhibit “B” 

are fair, reasonable and approved. 

Good Faith of the Purchaser 

I. The Purchaser is not an insider of the Debtors, as that term is defined in 11 U.S.C. 

§ 101(31) and the decisions thereunder. The Purchaser is a purchaser in good faith, as that term is 

used in the Bankruptcy Code and the decisions appurtenant thereto, and is entitled to the 

protections of sections 363(m) of the Bankruptcy Code with respect to the Accounts and the 

purchase of the Accounts. Neither the Debtors nor the Purchaser has engaged in any conduct that 

would prevent the application of 11 U.S.C. § 363(m). Specifically, the Purchase Agreement has 

been negotiated by the Debtors and Purchaser (and their respective affiliates, professionals and 

representatives) in good faith, at arm’s length and without collusion or fraud. The terms and 

conditions of the Purchase Agreement are fair and reasonable, and the sale of the Accounts 

pursuant to its terms is in the best interest of the Debtors, the estates and their creditors. 

Accordingly, Purchaser is deemed a “good faith purchaser” entitled to the full benefits and 

protections of 11 U.S.C. § 363(m) with respect to the sale of the Properties. 

Highest or Otherwise Best Offer 

J. The Debtors and MCG adequately marketed the Accounts and afforded a full, fair 

and reasonable opportunity for any party to make a higher or otherwise better offer to purchase the 

Accounts. No other party has offered to purchase the Accounts for greater economic value to the 

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Debtors’ estates than the Purchaser. The Purchase Agreement constitutes the highest or otherwise 

best offer for the Accounts. 

Validity of Transfer; Corporate Authority; Binding Effect 

K. The Debtors have full corporate power and authority (i) to perform all of their 

obligations under the Purchase Agreement, and (ii) to consummate the Transactions. The Purchase 

Agreement has been duly authorized, executed and delivered by the Debtors, and (ii) all documents 

that are to be executed by the Debtors and delivered to Purchaser on the Closing Date have been, 

or on the Closing Date will be, duly executed, authorized and delivered by the Debtors. This 

Purchase Agreement and all related documents are, and on the Closing Date will be, legal, valid 

and binding obligations of the Debtors, enforceable in accordance with their terms and do not, and, 

at the time of the Closing Date will not, violate any provisions of any agreement or judicial or 

administrative order to which the Debtors are a party or to which the Debtors or the Accounts (or 

any portion thereof) is subject. Subject to the entry of this Sale Order, no further consents or 

approvals are required for the Debtors to consummate the Transactions or otherwise perform their 

obligations under the Purchase Agreement, except as otherwise expressly set forth in the Purchase 

Agreement. 

Section 363(f) Is Satisfied 

L. The Debtors may sell or otherwise transfer the Accounts free and clear of all liens, 

claims, encumbrances and interests (collectively, the “Liens”) because, in each case, one or more 

of the standards set forth in section 363(f)(1)–(5) of the Bankruptcy Code has been satisfied. Those 

holders of the Liens against the Debtors, their estates, or any of the Accounts who did not object, 

or who withdrew their objections, to the sale of the Accounts or the Motion are deemed to have 

consented thereto pursuant to section 363(f)(2) of the Bankruptcy Code. Those holders of such 

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Liens who did object, if any, fall within one or more of the other subsections of section 363(f) and 

are adequately protected by the terms of this Sale Order, including, as applicable, by having their 

Liens, if any, attach to the proceeds of the sale attributable to the Accounts in which such creditor 

alleges or asserts a Lien, in the same order of priority, with the same validity, force, and effect, 

that such creditor had against the Accounts immediately prior to consummation of the sale, subject 

to any claims and defenses the Debtors and their estates may possess with respect thereto. 

Compelling Circumstances for an Immediate Sale 

M. To maximize the value of the Accounts, it is essential that the sale of the Accounts 

be approved and consummated promptly. Accordingly, there is cause to waive the stay 

requirements contemplated by Bankruptcy Rules 6004 and 6006 with regards to the Transactions 

contemplated by this Sale Order and the Purchase Agreement. 

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED 

as follows: 

1. The Motion, and the relief requested herein is granted and approved and the 

Transaction contemplated thereby and by the Purchase Agreement is approved, in each case as set 

forth in this Sale Order. 

2. The Purchase Agreement and all of the terms and conditions thereof, are hereby 

approved as set forth herein. 

3. The consideration provided by the Purchaser for the Accounts under the Purchase 

Agreement is fair and reasonable and shall be deemed for all purposes to constitute reasonably 

equivalent value, fair value, and fair consideration under the Bankruptcy Code, the Uniform 

Fraudulent Transfer Act, the Uniform Voidable Transactions Act, the Uniform Fraudulent 

Conveyance Act, and any other applicable law, and the Transaction may not be avoided or rejected 

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by any person, or costs or damages imposed or awarded against the Purchaser, under section 363(n) 

or any other provision of the Bankruptcy Code 

4. Pursuant to sections 105, 363(b) and (f) of the Bankruptcy Code, the Debtors are 

authorized and empowered to, and shall, take any and all actions necessary or appropriate to (a) 

consummate the Transactions pursuant to and in accordance with the terms and conditions of the 

Purchase Agreement and otherwise comply with the terms of this Sale Order, and (b) execute and 

deliver, perform under, consummate, implement, and take any and all other acts or actions as may 

be reasonably necessary or appropriate to the performance of their obligations as contemplated by 

the Purchase Agreement, in each case without further notice to or order of this Court. The 

Transactions authorized herein shall be of full force and effect, regardless of the Debtors’ lack or 

purported lack of good standing in any jurisdiction in which the Debtors are formed or authorized 

to transact business. 

5. This Sale Order shall be binding in all respects upon the Debtors, their estates, all 

creditors, all holders of equity interests in the Debtors, all holders of any Claim(s) (whether known 

or unknown) against the Debtors, all holders of Interests (whether known or unknown) against, in 

or on all or any portion of the Accounts, the Purchaser, the Purchaser Parties, and all successors 

and assigns of the foregoing, including, without limitation, any trustee, if any, subsequently 

appointed in these Chapter 11 Cases or upon a conversion to chapter 7 under the Bankruptcy Code 

of these Chapter 11 Cases, or other plan fiduciaries, plan administrators, liquidating trustees, or 

other estate representatives appointed or elected in the Debtors’ bankruptcy cases, or any other 

person. 

6. Subject to the delivery of the Purchase Price in accordance with the Purchase 

Agreement and completing all other deliveries required under the Purchase Agreement, effective 

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as of the Closing (as defined in the Purchase Agreement), the sale and transfer of the Accounts to 

Purchaser “as is, where is” without any representation of warranty on the part of the Debtors (other 

than as set forth in the Purchase Agreement) shall constitute a legal, valid and effective transfer of 

the Accounts notwithstanding any requirement for approval or consent by any person and shall 

vest Purchaser with all right, title and interest in and to the Accounts free and clear of all Liens 

pursuant to 11 U.S.C. § 363(f) with all Liens to attach to the sale proceeds. The sale of the Accounts 

to Purchaser under the Purchase Agreement will constitute a transfer for reasonably equivalent 

value and fair consideration under the Bankruptcy Code and all applicable law. Further, for 

avoidance of doubt, any and all creditors of the Debtors shall be forever barred, estopped and 

enjoined from taking any action of any kind against Purchaser or the Accounts on account of any 

claim against the Debtors or the Accounts. 

7. The Transaction contemplated by this Sale Order and the Purchase Agreement, is 

undertaken by the Purchaser without collusion and in good faith, as that term is defined in section 

363(m) of the Bankruptcy Code, and accordingly, the reversal or modification on appeal of the 

authorization provided herein to consummate the sale and the Transaction shall not alter, affect, 

limit, or otherwise impair the validity of the sale or Transaction unless such authorization and 

consummation are duly stayed pending such appeal. The Purchaser is a good faith purchaser within 

the meaning of section 363(m) of the Bankruptcy Code and, as such, is entitled to, and is hereby 

granted, the full rights, benefits, privileges, and protections of section 363(m) of the Bankruptcy 

Code. 

8. The notice for the Sale Motion and hearing on the Sale Motion on shortened noticed 

is appropriate, pursuant to Bankruptcy Rules 2002(a), 6004, and Local Rule 2002-1(K) and Local 

Rule 6004 under the circumstances. 

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9. Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014, this Sale 

Order shall not be stayed after the entry hereof but shall be effective and enforceable immediately 

upon entry. The stays provided in Bankruptcy Rules 6004(h) and 6006(d) are hereby expressly 

waived and shall not apply. This is a final order within the meaning of 28 U.S.C. § 158(a), and 

there is no just reason for delay in the implementation of this Sale Order. Accordingly, the Debtors 

are authorized and empowered to close the sale and Transaction immediately upon entry of this 

Sale Order. 

10. The MCG Fee associated with the Transaction in the amount of $15,000.00 is 

approved, including the right of MCG to be paid out of the proceeds from the Closing. 

11. Nothing in this Sale Order shall modify or waive any closing conditions or 

termination rights set forth in the Purchase Agreement, and all such conditions and rights shall 

remain in full force and effect in accordance with their terms. 

12. The failure to specifically include any particular provision of the Purchase 

Agreement in this Sale Order shall not diminish or impair the effectiveness of such provision, it 

being the intent of this Court that the Purchase Agreement be authorized and approved in its 

entirety. 

13. The Purchase Agreement may be modified, amended, or supplemented in a written 

instrument signed by the parties thereto, without further notice to or order of this Court; provided 

that no such modification, amendment, or supplement may be made without further order of this 

Court if it is materially adverse to the Debtors. 

14. This Court retains jurisdiction, pursuant to its statutory powers under 28 U.S.C. § 

157(b), to, among other things, (i) interpret, implement, and enforce the terms and provisions of 

this Sale Order, the Purchase Agreement, and any amendments thereto and any waivers and 

Case 21-13797-SMG Doc 720 Filed 06/30/22 Page 31 of 41
consents given thereunder, (ii) compel delivery of the Accounts to the Purchaser, and (iii) compel 

payment of the MCG Fee. 

15. To the extent that this Sale Order is inconsistent with any prior order or pleading 

with respect to the Motion, the terms of this Sale Order shall govern. 

16. To the extent there are any inconsistencies between the terms of this Sale Order, on 

the one hand, and the Purchase Agreement on the other hand, the terms of this Sale Order shall 

govern. 

# # # 

Submitted by: 

Paul J. Battista, Esq. 

Counsel for the Debtors 

GENOVESE JOBLOVE & BATTISTA, P.A. 

100 S.E. Second Street, 44th Floor 

Miami, FL 33131 

Telephone: (305) 349-2300 

Facsimile: (305) 349-2310 

Email: pbattista@gjb-law.com 

(Paul J. Battista, Esq. is directed to serve a copy of this order on interested parties who are nonCM/ECF users and to file a proof of service within three days of entry of the order.) 

Case 21-13797-SMG Doc 720 Filed 06/30/22 Page 32 of 41
22 

EXHIBIT B 

PURCHASE AND SALE AGREEMENT 

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