CAROL A. DOYLE, United States Bankruptcy Judge.
Upon the Motion (the "Motion") of the debtors and debtors-in-possession in the above-captioned Chapter 11 cases (collectively, the "Debtors") seeking entry of an Order (1) authorizing HA-LO to assume and assign the Encinitas Lease (defined below) and the San Diego Lease (defined below) pursuant to 11 U.S.C § 365(a) and (b) and (2)(a) approving the sale of the Excess Assets (defined below) pursuant to 11 U.S.C § 363 and Fed. R Bankr. P. 2002, 6004 and 9006, (b) authorizing such sales free and clear of all liens, claims, encumbrances and interests, with liens and encumbrances to attach to the sale proceeds, and (c) eliminating the ten-day stay otherwise applicable to a sale of estate property under ***F.R.Bankr.P. 6004(g), thus allowing the sales to close immediately; and it appearing that the relief requested is in the best interests of the Debtors' estates, their creditors and other parties in interest; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C §§ 157 and 1334; and it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. § 157(a); and after due deliberation and cause appearing therefor;
Capitalized terms not defined herein shall have the meanings ascribed to them in the Motion.
IT IS HEREBY ORDERED that the Motion is granted; and it is further
ORDERED that HA-LO is authorized to assume the lease (the "Encinitas Lease") of non-residential real property located at 169 Saxony Road, Suite 202, Encinitas, California (the "Encinitas Office") between HA-LO, as lessee, and Quail Professional Building, LLC as lessor, and to assign such lease to Brown Bigelow ("BB") effective as of May 1, 2002; and it is further
ORDERED that HA-LO is authorized to assume the lease (the "San Diego Lease") of non-residential real property located at 1550 Hotel Circle North, Suite 330, San Diego, California (the "San Diego Office") between HA-LO, as lessee, and American Brewing Company, aka The 1550 Building, as lessor, and to assign such lease to BB effective as of May 1, 2002; and it is further
ORDERED that the Debtors are hereby authorized to sell to BB the personal property located at the Encinitas and San Diego Offices (the "Encinitas and San Diego Assets") for $25,000; and it is further
ORDERED that the Debtors are hereby authorized to sell to BB the personal property located at located at 17530 Venture Blvd., Suite 101, Encino, California (the "Encino Assets") for $15,000; and it is further
ORDERED that pursuant to section 363(f) of the Bankruptcy Code, the foregoing sales of the Encinitas, San Diego, and Encino Assets (collectively, the "Excess Assets") shall be free and clear of all liens, claims, encumbrances and interests, with liens and encumbrances to attach to the sale proceeds; and it is further
ORDERED that BB satisfies the good faith requirement under section 363(m) of the Bankruptcy Code, shall be deemed to be a good-faith purchaser thereunder, and shall be entitled to the protections afforded good faith purchasers pursuant to such section; and it is further
ORDERED that the above-referenced purchase prices for the Excess Assets are fair and reasonable and the sales of the Excess Assets may not be avoided under Code section 363(n); and it is further
ORDERED that HA-LO and BB and their respective officers, employees, and agents are hereby authorized to execute such documents and do such acts as are necessary or desirable to carry out the transactions contemplated by the terms and conditions of this Order; and it is further
ORDERED that the ten-day stay period applicable under Fed. R Bankr. P. 6004(g) is hereby waived and this Order shall be enforceable immediately upon its entry; and it is further
ORDERED, any and all defaults under the Encinitas Lease and San Diego Lease are hereby deemed cured. To the extent any cure obligations exist under the Encinitas Lease or San Diego Lease the buyer, BB, shall cure such defaults; and it is further
ORDERED that to the extent that any of the equipment constituting a part of the Excess Assets contains Microsoft software applications or operating systems as of the moment that such equipment is sold pursuant` to this Order, such sale shall be subject to the rights of Microsoft to enforce any remedies that it may have under applicable copyright laws against the purchasers.
ORDERED that the Court shall retain jurisdiction with respect to any matters, claims, rights or disputes arising from or related to the implementation of this Order.