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Fwd: "as is where is" and also "free and clear of any liens, claims
In a chapter 7 sale of assets are these two provisions contradictory? "as
is; where is; without representations or warranties, express or implied"
AND "free and clear of any and all liens, claims, and interests pursuant to
11 U.S.C. 363(b) and (f)".
I am trying to figure out what "as is where is" really means, when it also
says the asset is "free and clear" of liens, claims and interests. What if
someone bought a controlling share of a company by purchasing the stock of
the major stockholder in that major stockholder's chapter 7. The other
shareholders of the company filed a nondischargeability action against the
debtor and obtained a nondischargeable judgment for the fraud the debtor
committed with respect to these shareholder's shares.
Is the purchaser of the shares (who is now the major shareholder) able to
be sued to reapportion the shares based on the debtor's fraud, and based on
the fact that he purchased the shares "as is where is"? It seems to me
since there is no warranty as to the actual number of shares or value of
the shares that those shares could be attacked by the other shareholders.
However, perhaps not, if what they want falls under "free and clear of any
and all liens, claims, and interests."
Can anyone clarify?
Holly Roark
Certified Bankruptcy Specialist*
holly@roarklawoffices.com **primary email address**
www.roarklawoffices.com
Central District of California
Consumer Bankruptcy Attorney
1875 Century Park East, Suite 600
Los Angeles, CA 90067
T (310) 553-2600
F (310) 553-2601
*By State Bar of California Board of Legal Specialization
**For a quicker response, email me at
holly@roarklawoffices.com.
I only use gmail for my listservs, and am likely to miss private emails
directed to my gmail account.**
Holly Roark
Certified Bankruptcy Specialist*
holly@roarklawoffices.com **primary email address**
www.roarklawoffices.com
Central District of California
Consumer Bankruptcy Attorney
1875 Century Park East, Suite 600
Los Angeles, CA 90067
T (310) 553-2600
F (310) 553-2601
*By State Bar of California Board of Legal Specialization
**For a quicker response, email me at holly@roarklawoffices.com.
I only use gmail for my listservs, and am likely to miss private emails
directed to my gmail account.**
In a chapter 7 sale of assets are these two provisions contradictory? "as is; where is; without representations or warranties, express or implied" AND "free and clear of any and all liens, claims, and interests pursuant to 11 U.S.C. 363(b) and (f)".
I am trying to figure out what "as is where is" really means, when it also says the asset is "free and clear" of liens, claims and interests. What if someonebought a controlling share of a company by purchasing the stock of the major stockholder in that major stockholder's chapter 7. The other shareholders of the company filed a nondischargeability action against the debtor and obtained a nondischargeable judgment for the fraud the debtor committed with respect to these shareholder's shares.
Is the purchaser of the shares (who is now the major shareholder) able to be sued to reapportion the shares based on the debtor's fraud, and based on the fact that he purchased the shares "as is where is"? It seems to me since there is no warranty as to the actual number of shares or value of the shares that those shares could be attacked by the other shareholders. However, perhaps not, if what they want falls under "free and clear of any and all liens, claims, and interests."
Can anyone clarify?Holly RoarkCertified Bankruptcy Specialist*
The post was migrated from Yahoo.