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46204
EUGENE DIVISION
THIS MATTER having come before the Court on Debtor's Motion for Order
Closing Bankruptcy Case and Discharging Chief Restructuring Officer and Management
Committee (the "Motion"), the Court having considered the Motion and the files and records
herein, and the Court having found that the Reorganization Plan has been substantially
consummated and that the Chief Restructuring Officer ("CRO") has fully and properly
IT IS HEREBY ORDERED:
Assisted Living, L.L.c. shall be and hereby is closed. The Receiver or CRO shall submit Orders
closing or dismissing all other pending bankruptcy cases in which a Receivership Entity is the
Debtor.
3. Except for the obligations imposed by this Order and Section 6.5 of the
Reorganization Plan, the CRO is relieved and discharged from any further obligations, duties or
responsibilities under or relating to the Receivership Order, the MCICRO Order, the Distribution
4. The CRO and the CRO's professionals and other agents, shall continue to
be indemnified against and held harmless from any and all demands, liabilities, claims, actions,
suits imd other proceedings, and, subject to Court approval, all costs and expenses (including
liabilities, claims, actions, suits or other proceedings for which they are entitled to protection
under either Article VII of the Receivership Order or paragraph 5 of the MCICRO Order, and all
amounts paid or payable in settlement thereof shall be paid by the Receivership Estate as costs of
administration.
5. This Court shall retain jurisdiction for the purposes set forth in Article 9 of
the Reorganization Plan, including jurisdiction over any pending adversary proceedings.
) Capitalized terms used but not defined in this Order shall have the meaning assigned to them in
the Motion.
action on behalf of Reorganized Company and any Sunwest Entity that may hereafter be
transactions contemplated by the Reorganization Plan. The Receiver's role shall be solely in his
capacity as Receiver, and not in any personal capacity. Pursuant to the Receivership Order, the
Distribution Plan Approval, the Confirmation Order and the Reorganization Plan (and without
limiting or restricting the relevant provisions thereof), any liability of the Receiver arising from
or related to his actions on behalf of the Receivership Estate, the Reorganized Company, or any
Sunwest Entity shall be attributable to and satisfied, if at all, solely from the Receivership Estate,
and not the Receiver personally. Except for acts of gross negligence that would otherwise be
actionable against them, the Receiver and his professionals shall not be liable for any loss or
damage incurred by any party and shall not be subject to any right of action, by reason of any act
performed or omitted to be performed by any of them, in connection with the Receiver's actions
on behalf of the Receivership Estate, the Reorganized Company, or any Sunwest Entity.
7. Pursuant to Section 6.5 of the Reorganization Plan, the CRO shall pay and
transfer to Receiver all cash proceeds from the sale, lease or disposition of Reorganized
Company's assets remaining after payment of all post-confirmation fees and expenses allowed as
contemplated pursuant to the Order entered November 24,2010 in the Bankruptcy Case
[Dkt #1840]. Pending allowance and payment of post-confirmation fees and expenses, CRO
Hamstreet & Associates and any professionals employed by the CRO or the Reorganized
Company if and to the extent the Receiver believes such employment is in the best interests of
9. Closing of the Bankruptcy Case and the Bankruptcy Cases of the Sunwest
Entities shall not affect the Court's jurisdiction or the scope of the Receiver's authority in the
~~~~________,20 II .
Presented by:
By~==~~====~___________
Albert N. Kennedy, OSB No. 821429
Direct Dial: (503) 802-2013
Attorneys for Debtor
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