Free Order on Motion to Appoint Receiver - District Court of California - California

Case 3:08-cv-01387-DMS-POR

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1 LANCE N. JURICH (SBN 132695) [email protected] 2 DERRICK TALERICO (SBN 223763) [email protected] 3 LOEB & LOEB LLP 10100 Santa Monica Boulevard, Suite 2200 4 Los Angeles, California 90067-4120 Telephone: 310-282-2000 5 Facsimile: 310-282-2200 6 MICHAEL L. MOLINARO (pro hac vice pending) BLAIR R. ZANZIG (pro hace vice pending) 7 LOEB & LOEB LLP 321 n. Clark Street, Suite 2300 8 Chicago, Illinois 60657 Telephone: 312-646-3100 9 Facsimile: 312-464-3111 10 Attorneys for Plaintiff LaSalle Bank National Association 11 12 13 14 15 LASALLE BANK NATIONAL 16 ASSOCIATION, 17 18 v. Plaintiff, ) ) ) ) ) ) ) ) ) ) ) ) ) ) Case No. 08-cv-1387 DMS (POR) Assigned to Hon. Dana M. Sabraw STIPULATED ORDER APPOINTING A RECEIVER UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA

19 COMAIR ROTRON, INC.; THERMAFLO, INC.; and COMAIR 20 PARENT CORP., 21 22 23 24 Defendants.

BEFORE THE COURT is Plaintiff LaSalle Bank National Association's

25 ("LaSalle") Motion for the Appointment Receiver (the "Motion") against the 26 Defendants Comair Rotron, Inc. ("Comair Rotron"), Thermaflo, Inc. ("Thermaflo"), 27 and Comair Parent Corp. ("Comair Parent"); due and proper notice of the Motion 28 having been provided to all parties entitled thereto; the Parties having each agreed to
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STIPULATED ORDER APPOINTING A RECEIVER Case No. 08-cv-1387 DMS (POR)

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1 the entry of this Stipulated Order, and this Court otherwise being fully advised in the 2 premises. 3 4 IT IS HEREBY ORDERED: 1. Joel B. Weinberg of Insolvency Services Group, Inc., 17401 Ventura

5 Boulevard, Suited B-21, Encino California, 91316 is appointed as Receiver over all 6 collateral pledged to LaSalle by Comair Rotron, Thermaflo and Comair Parent 7 pursuant to the Loan Documents as alleged in the Complaint (collectively, the 8 "Collateral"). 9 2. The Receiver and the receivership which this Court is creating is 10 subject to, and shall be, administered according to Federal Rule of Civil Procedure 11 66, the Local Civil Rule of the United States District Court for the Southern District 12 of California 66.1 ("Local Rule 66.1"), and 28 U.S.C. § 959. 13 3. The Receiver's appointment herein shall be effective immediately upon 14 the execution and entry of this order and the acceptance of the receiver filed with the 15 Court. The Receiver shall provide his written acceptance and oath to perform 16 faithfully the duties reposed in him by the Court under this Order and shall identify 17 a primary contact for the Court and the parties' convenience. 18 4. The Receiver shall provide no bond at this time, but the Court reserves 19 the right to require security. 20 5. The Receiver's responsibilities shall run to the Court. The Receiver 21 shall take immediate, complete and exclusive control, custody and possession of all 22 of the Collateral. The Receiver shall faithfully and punctually manage the Collateral 23 and any ancillary business affairs involving the Collateral using standard, customary 24 and prudent business practices. The Receiver shall be empowered to make day-to25 day decisions in the management and operation of the Collateral, to promote the 26 Collateral, and shall have the authority to take such other actions as are necessary, 27 reasonable and prudent to preserve, operate, and manage the Collateral. The 28 Receiver shall be authorized to market the Collateral for sale, and to sell same as the
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STIPULATED ORDER APPOINTING A RECEIVER Case No. 08-cv-1387 DMS (POR)

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1 Receiver deems appropriate, subject to and conditioned upon the approval of the 2 Court after application to the Court and notice to all parties. 3 6. The officers, directors, employees, representatives and agents of 4 Defendants, and their respective agents, assignees, successors, representatives, and 5 all personnel acting under or in concert with them, shall turn over to the Receiver all 6 of the Collateral, wherever located, and in whatever mode maintained, including all 7 information contained on computers and any and all software related thereto, and all 8 codes and passwords related thereto, as well as all banking records, statements and 9 canceled checks from any and all accounts in which Petitioner had an interest or was 10 a signatory. 11 7. Pursuant to Local Rule 66.1, no further hearing is necessary to confirm 12 the Receiver's appointment because this Order is stipulated by Defendants. The 13 Defendants shall provide the Receiver within five days of this order, a list of the 14 Defendants' creditors and their addresses. 15 8. The Receiver shall have the power to employ an attorney, an 16 accountant, and such employees, consultants, and staff as may be reasonably 17 necessary to conduct the duties and business required by the Receiver under this 18 Order. The wages, costs, expenses and fees incurred by the Receiver shall be paid 19 as an expense from the assets managed and collected by the Receiver upon the 20 approval of the Court after application to the Court and notice to all parties. 21 9. Within thirty days of this Order, the Receiver shall file with the court 22 the report required by Local Rule 66.1. 23 10. For good cause shown, the Receiver may be removed at any time by 24 Order of the Court. 25 26 27 28
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IT IS SO ORDERED. Dated: 7-31-08

FOR HONORABLE DANA M. SABRAW R HONORABLE DANA M SA O N JUDGE OF THE U.S. DISTRICT COURT
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STIPULATED ORDER APPOINTING A RECEIVER Case No. 08-cv-1387 DMS (POR)

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1 AGREED AS TO FORM: 2 LASALLE BANK NATIONAL 3 ASSOCIATION 4 5 /s/ Derrick Talerico (one of its attorneys) 6 Lance N. Jurich (SBN 132695) 7 Derrick Talerico (SBN 223763) LOEB & LOEB LLP 8 10100 Santa Monica Blvd., Suite 2200 Los Angeles, California 90067-4120 9 Telephone: 310-282-2000 Facsimile: 310-282-2200 10 Michael L. Molinaro (pro hac vice 11 pending) Blair R. Zanzig (pro hac vice pending) LOEB & LOEB LLP 12 321 N. Clark Street, Suite 2300 13 Chicago, Illinois 60657 Telephone: 312-464-3100 14 Facsimile: 312-464-3111 15 Attorneys for Plaintiff LaSalle Bank National Association 16 17 18 19 20 21 22 23 24 25 26 27 28
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COMAIR ROTRON, INC., THERMAFLO, INC. AND COMAIR PARENT, CORP. /s/ James P. Hill (one of its attorneys) James P. Hill (SBN 90478) SULLIVAN HILL LEWIN REZ & ENGEL 550 West C Street, Suite 1500 San Diego, CA 92101 Telephone: 619-233-4100 Facsimilie: 619-231-4372 Attorney for Defendants Comair Rotron, Inc., Thermaflo, Inc., and Comair Parent, Corp.

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STIPULATED ORDER APPOINTING A RECEIVER Case No. 08-cv-1387 DMS (POR)