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Securities and Exchange Commission v. Path America, LLC

United States District Court, W.D. Washington, Seattle

February 21, 2018

SECURITIES AND EXCHANGE COMMISSION, Plaintiff,
v.
PATH AMERICA, LLC, et al., Defendants.

          ORDER GRANTING UNOPPOSED MOTION FOR AN ORDER APPROVING A SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT FOR THE SALE OF THE SHORELINE PROPERTY

          JAMES L. ROBART United States District Judge.

         Before the court is the Receiver Michael A. Grassmueck's motion for an order approving a Second Amendment to the Purchase and Sale Agreement for the sale of the Shoreline Property. (Mot. (Dkt. # 610).) The motion is noted for the court's consideration on February 16, 2018. (See Id. at title page.) No. party has filed an opposition to the motion. (See generally Dkt.) The court has reviewed the motion, the relevant portions of the record, and the applicable law. Being fully advised, the court GRANTS the motion and ORDERS as follows:

         1. The sale of the commercial property located at 15560 Westminster Way North, Shoreline, Washington 98133 (the “Shoreline Property”), more specifically described in the Purchase and Sale Agreement and Joint Escrow Instructions as amended by the First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions and Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions (collectively, the “Purchase and Sale Agreement”), attached as Exhibits A and B to the Receiver's Declaration (see Grassmueck Decl. (Dkt # 610-1) ¶¶ 4, 6, Exs. A-B), is CONFIRMED and APPROVED;

         2. The purchase and sale of the Shoreline Property to Maple Multi-Family Land TX, LP (“Buyer”) shall be on an “As-Is, Where-Is” basis, as set forth in the Purchase and Sale Agreement;

         3. The court further finds as follows:

a. The negotiation, execution, delivery, and consummation of the Purchase and Sale Agreement was conducted in a manner appropriate under applicable law;
b. The Receiver has provided adequate and sufficient notice for the Stipulated Motion;
c. The consummation of the sale of the Shoreline Property is in the best interests of the estate of the Receivership Entities;
d. Buyer has acted in good faith, the purchase and sale is undertaken by Buyer and the Receiver at arm's length, without collusion and in good faith, and Buyer is entitled to appropriate protections on account thereof;

         4. The purchase price of $11, 500, 000 for the Shoreline Property is CONFIRMED and APPROVED;

         5. The Receiver is authorized, empowered and directed to immediately pay, upon closing of the sale, a commission of 1% of the final purchase price to broker Berkadia Real Estate Advisors;

         6. If applicable, the Receiver is authorized, empowered and directed to pay the “Buyer's Costs” as defined in the Purchase and Sale Agreement within ten (10) business days following closing to a third-party or delivery of Buyer's Termination Notice as defined in the Purchase and Sale Agreement;

         7. The sale of the Shoreline Property to Buyer (i) is legal, valid and effectively transfers the Shoreline Property; (ii) will vest Buyer with all right, title and interest to the Shoreline Property free and clear of all “Removable Liens, ” other than “Permitted Exceptions, ” as those terms are defined in the Purchase and Sale Agreement; and (iii) constitutes a transfer for reasonably equivalent value and fair consideration under the laws of Washington state;

         8. Upon and after the closing of the purchase and sale contemplated herein, claims arising out of any security interests or other liens, if any, against the Shoreline Property shall attach to the net proceeds of the purchase and sale in the same amount and priority as such security interests and other liens had against the Shoreline Property prior to the purchase and sale, and the rights of creditors against third parties, such ...


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