Case 8:10-bk-16743-TA

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RON BENDER (SBN 143364)) TODD M. ARNOLD (SBN 221868) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: rb@lnbyb.com; tma@lnbyb.com Attorneys for Chapter 11 Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION ) ) WESTCLIFF MEDICAL LABORATORIES, ) ) INC., ) ) Debtor. ) ________________________________ ) ) ) BIOLABS, INC., ) ) Debtor. ) ________________________________ ) ) Affects Both Debtors ) ) ) Affects WESTCLIFF MEDICAL ) LABORATORIES, INC. only ) ) Affects BIOLABS, INC. only ) ) In re: Case No. 8:10-bk-16743-TA Lead Case, Jointly Administered with Case No. 8:10-bk-16746-TA Chapter 11 Cases STIPULATION RE: CLAIMS OF ALPHA SCIENTIFIC MEDICAL, INC. [No Hearing Required]

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Westcliff Biolabs, Inc.

Medical

Laboratories, and,

Inc.

(Westcliff) Westcliff,

and the

(Biolabs

together

with

Debtors), on one hand, and Riverside Claims, LLC (Riverside), as the assignee of Alpha Scientific Medical, Inc. (Alpha), on the

5 other hand, hereby enter into this stipulation (the Stipulation) 6 7 8 9 10 11 12 13 Debtors continue to manage their affairs as debtors in possession 14 15 16 17 18 19 20 21 22 D. 23 24 25 26 27 28 2 but not limited to, the Scheduled Claim and Claim 68, to Riverside. Riverside has the authority to act on behalf of, and to bind, Alpha regarding its claims against the Debtors. Alpha assigned its claims against the Debtors, including, pursuant to Bankruptcy Code Sections 1107 and 1108 since the based on the following recitals of fact: A. On May 19, 2010 (the Petition Date), the Debtors each

filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, sections 101 et seq. (the Bankruptcy Code), in the United States Bankruptcy Court for the Central The

District of California, Santa Ana Division (the Court).

Petition Date. B. Westcliff scheduled Alpha with a general unsecured claim

in the amount of $98,921.82 (the Scheduled Claim). C. Alpha filed Proof of Claim No. 68 against Westcliff

asserting a general unsecured claim in the amount of $117,061.36 (Claim 68).

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E. 179

Riverside, as the assignee of Alpha, filed Proof of Claim against Westcliff based on the claims held by Alpha,

asserting a claim in the amount of $117,061.36, with $15,820.06 of such claim asserted as an administrative claim under Bankruptcy

5 Code Section 503(b)(9) and $101,241.30 of such claim asserted as a 6 7 8 9 10 11 12 13 their entirety. 14 15 16 17 18 19 20 21 22 Bankruptcy Code, and Alpha and Riverside will be deemed to have 23 24 25 26 27 28 3 reserved any and all defenses to such actions. 5. This Stipulation shall be binding on the Debtors and 2. 3. Claim 179 shall be allowed in its entirety. Alpha and Riverside, solely in its capacity as the 1. general unsecured claim (Claim 179). F. The Debtors are in agreement with Claim 179.

BASED UPON THE FOREGOING, IT IS HEREBY STIPULATED, CONSENTED AND AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: AGREEMENT The Scheduled Claim and Claim 68 shall be disallowed in

assignee of Alpha, will be deemed to have waived any other claims against the Debtors bankruptcy estates based on claims held by Alpha. 4. The Debtors will be deemed to have reserved their rights

to assert any avoidance actions arising under Chapter 5 of the

their bankruptcy estates notwithstanding any conversion of either

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Case 8:10-bk-16743-TA
In re:

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CHAPTER 11 Debtor(s).

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WESTCLIFF MEDICAL LABORATORIES, INC.

CASE NUMBER Lead Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746-TA

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10250 Constellation Boulevard, Suite 1700, Los Angeles, California 90067. A true and correct copy of the foregoing document described as STIPULATION RE: CLAIMS OF ALPHA SCIENTIFIC MEDICAL, INC. will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner indicated below: I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s) (LBR), the foregoing document will be served by the court via NEF and hyperlink to the document. On March 9, 2011, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated below: Raymond G Alvarado ralvarado@adorno.com Todd M Arnold tma@lnbrb.com Richard L Barnett rick@barnettrubin.com, rlbsec@barnettrubin.com Ron Bender rb@lnbrb.com Ronald K Brown rkbgwhw@aol.com Jennifer Witherell Crastz jcrastz@hemar-rousso.com Carol J Fogleman mfrost@bwslaw.com Anthony A Friedman aaf@lnbrb.com John-patrick M Fritz jpf@lnbrb.com Jeffrey K Garfinkle bkgroup@buchalter.com, jgarfinkle@buchalter.com;lgoodwin@buchalter.com Fredric Glass fglass@fairharborcapital.com Nancy S Goldenberg nancy.goldenberg@usdoj.gov D Edward Hays ehays@marshackhays.com Michael J Heyman michael.heyman@klgates.com Mark D Houle mark.houle@pillsburylaw.com Jeff D Kahane jkahane@duanemorris.com Andy Kong Kong.Andy@ArentFox.com Rodger M Landau rlandau@lgbfirm.com, kmoss@lgbfirm.com Matthew A Lesnick matt@lesnicklaw.com Michael B Lubic michael.lubic@klgates.com Frank F McGinn ffm@bostonbusinesslaw.com Elissa Miller emiller@sulmeyerlaw.com, asokolowski@sulmeyerlaw.com Aram Ordubegian ordubegian.aram@arentfox.com Ernie Zachary Park ernie.park@bewleylaw.com Richard Park Richard.Park@usdoj.gov Justin E Rawlins jrawlins@winston.com, docketla@winston.com Jacqueline L Rodriguez jlr@lnbrb.com Benjamin Seigel bseigel@buchalter.com, IFS_filing@buchalter.com David B Shemano dshemano@pwkllp.com Philip E Strok pstrok@wgllp.com United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov Howard J Weg hweg@pwkllp.com Sharon Z Weiss sharon.weiss@hro.com Joseph M Welch jwelch@buchalter.com

Service information continued on attached page

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. January 2009

F 9013-3.1

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In re:

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CHAPTER 11 Debtor(s).

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WESTCLIFF MEDICAL LABORATORIES, INC.

CASE NUMBER Lead Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746-TA

II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL(indicate method for each person or entity served): On March 9, 2011, I served the following person(s) and/or entity(ies) at the last known address(es) in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail, first class, postage prepaid, and/or with an overnight mail service addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Via Overnight Mail The Hon. Theodor C. Albert United States Bankruptcy Court 411 West Fourth Street Santa Ana, CA 92701
Service by U.S. Mail ALPHA SCIENTIFIC MEDICAL, INC c/o Neil Herskowitz c/o Riverside Claims LLC PO Box 626, Planetarium Station New York, NY 10024-0540 Service by U.S. Mail ALPHA SCIENTIFIC MEDICAL, INC. assigned to Riverside Claims LLC P.O. Box 626 Planetarium Station New York, NY 10024-0000

Service information continued on attached page III. SERVED BY PERSONAL DELIVERY, FACSIMILE TRANSMISSION OR EMAIL (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on __________, 2010, I served the following person(s) and/or entity(ies) by personal delivery, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on the judge will be completed no later than 24 hours after the document is filed. Service information continued on attached page I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. March 9, 2011 Date Lourdes Cruz Type Name /s/ Lourdes Cruz Signature

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. January 2009

F 9013-3.1