Exhibit 99.8
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In re (Short Title) | Chapter 11
WORLDWIDE WIRELESS NETWORKS, INC. | CASE NO. SA 02-17020 JB
Debtor |
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NOTICE OF ENTRY OF JUDGMENT OR ORDER
AND CERTIFICATE OF MAILING
TO ALL PARTIES IN INTEREST ON THE FOLLOWING SERVICE LIST:
You are hereby notified, pursuant to Local Bankruptcy Rules 9021-1(a)(1)(E)
that a judgment or order entitles (specify):
ORDER GRANTING MOTHION APPROVING SALE FREE AND CLEAR OF LIENS APPROVING
ASSUMPTION AND ASSIGNMENT OF CERTAIN LEASES AND EXECUTORY CONTRACTS AND DENYING
RELIEF FROM STAMP, TRANSFER, RECORDING OR SIMILAR TAX
Was entered on (specify date): OCT 16 2002
I hereby certify that I mailed a copy of this notice and a true copy of the
order or judgment to the persons and entities on the following service list on
(specify parties and addresses): OCT 16 2002
Office of the U.S Trustee
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxx, XX 00000-0000
Debtor's Attorney
X. Xxxxxx Xxxxxx, Jr.
Xxxxxx and Xxxxxx
0000 X. Xxxxxx, Xxx 000
Xxxxx Xxx, XX 00000
X. XXXXXX XXXXXX, JR.
California State Bar No. 116450
XXXXXX AND XXXXXX FILED
1551 X. Xxxxxx. Ste 850 OCT 16 2002
Santa Ana, California 92705
Telephone: (000)000-0000
Facsimile: (714] 541-3897 ENTERED
OCT 16 2002
Proposed Attorneys for Worldwide Wireless Networks, Inc.
IN THE UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
In re ) CASE NO. SA 02-17020 JB
)
) Chapter 11
WORLDWIDE WIRELESS NETWORKS, )
INC., dba Global ) ORDER GRANTING MOTION
Pacific Internet, Pacific link, ) APPROVING SALE FREE AND CLEAR
a Nevada Corporation, ) OF LIENS; APPROVING ASSUMPTION
) AND ASSIGNMENT OF CERTAIN
Debtor and ) LEASES AND EXECUTORY
Debtor-in-Possession ) CONTRACTS AND DENYING RELIEF
) FROM STAMP, TRANSFER,
Tax ID: 00-0000000 and 00-0000000. ) RECORDING OR SIMILAR TAX
)
) DATE: 16 October 2002
) TIME: 2:00 P.M.
) CTRM: 6D
)
)
)
)
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The Motion for Order (1) authorizing sale of substantially all assets of
the estate; and (2) approving assumption, assignment, cure and rejection of
leases and executory contracts ("Motion") came on for hearing on shortened
notice on 15 October 2002 and 16 October 2002 before the Xxxxxxxxx Xxxxx X.
Xxxx. United States Bankruptcy Judge ("Sale Hearing"). X. Xxxxxx Xxxxxx, Jr. of
Xxxxxx and Xxxxxx appeared on behalf of Worldwide Wireless Networks, Inc.
{"Debtor"), and Xxxxxxx Xxxxx and/or Xxxxxx Xxxxx, of Bidna and Xxxxx appeared
on behalf of 1st Universe. Other appearances were as noted in the record.
After review of Motion for Order (1) authorizing sale of substantially all
assets of
the estate; and (2) approving assumption, assignment, cure and rejection of
leases and executory contracts ("Motion") and all the pleadings and evidence
properly submitted in connection with the Motion, opposition filed thereto, and
having considered the arguments of counsel, and it appearing that the relief
requested in the Motion, as modified in the Order, Is in the best Interest of
the Debtor, its creditors end the estate, and other parties-in-interest; and
alter due deliberation thereon, and good cause appearing therefor
IT IS HEREBY ORDERED:
Objections
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1. Any and all objections to the Motion and/or to the entry of this
Order that were not resolved consensually at or prior to the Sale Hearing are
hereby overruled.
Motion Granted
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2. The Motion is granted as specified below. The Debtor is authorized
to execute the Acquired Asset Agreement attached to the Motion as Exhibit 1, as
well as all other documents reasonably necessary to effect the sale. The
successful bidder for the assets is NextWeb, Inc. ("Buyer") and the purchase
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price is and shall be $550,000, payable $ in cash within 2 days after
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entry of an Order hereon by wire transfer to the DIP account.
Sale Free and Clear of Liens
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3. Debtor is authorized to sell all assets designated In the Acquired Asset
Agreement attached to the Motion as Exhibit 1 free and clear of any and all
actual or alleged liens and encumbrance pursuant to 11 U.S.C. 363(b) and (f).
Debtor has met
its burden proving that such sale is within debtor's sound business judgment and
good faith. Of the four actual or alleged two liens on debtor's assets, one lien
holder, NextWeb released its lien on 8 October 2002, and the other lien held by
Xxxx Xxxxxx and 1st Universe is the subject of a bona fide dispute. The lien of
Xxxx Xxxxxx and 1st Universe will attach to the sale proceeds pending further
court order in the same order and priority as it attached to the assets being
sold. Any lien of the Orange County Tax Collector, as urged in its proof of
claim filed herein, in the approximate amount of $10,000, likewise shall attach
to the sale proceeds in the same order and priority as It attached to the assets
being sold. The alleged lien of Esyon Corporation likewise, pursuant to a UCC-1
it recorded with the Office of the Orange County Recorder but not the California
Secretary of State, shall attach to the sale proceeds in the same order and
priority as it attached to the assets being sold.
Xxxxx Xxxxxxxxx
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4. Buyer Is a good faith purchaser under 11 U.S.C. 3$3(m). Debtor
has carried its burden of proving that there is no fraud or collusion between
itself and any bidder and Buyer will purchase the Debtor's assets for a fair
value.
Assumption and Assignment of Executory Contracts, Licenses and
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UnexpiredLeasesProcedures
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6. In connection with the Sale, Debtor is authorized but not required
to assume and assign to the successful bidder for Debtor's assets the executory
contracts and unexpired leases and licenses detailed in the Acquired Asset
Agreement attached to the Motion as Exhibit 1, used In, constituting a part of,
and relate to Debtor's operations, but Debtor withdrew its request to assume and
assign the Massachusetts Mutual non-residential real property lease and so it
shall not be assumed. Debtor is authorized to reject all executory contracts not
assigned to the successful bidder, but Debtor shall file a list of assumed and
rejected contracts promptly after the closing of this sale of assets. Debtor has
met its burden of proving there is a sound business purpose for doing so and the
terns of the sale provides for the cure of all defaults required by 11 U.S.C.
365(b).
Dated: OCT 16 2002 XXX X. XXXXXXX
By: X. XXXXXX
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Deputy Clerk
No lease or contract nay be assumed or assigned unless and until all
arrearages, if any, are cured,
Relief from Tax
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7. That portion of Xxxxxx's Motion seeking relief from any stamp,
transfer, recording or similar tax is denied, because Xxxxxx has not proven it
is entitled to such relief.
Order Not Staved
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8. The provisions of Rules 6004{g) and 6006(d) of the Federal Rules
of Bankruptcy Procedure staying the effectiveness of this Order for ten (10}
days are hereby waived, and this Order shall be effective immediately upon
entry,
Retention of Jurisdiction
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9. The Court shall retain jurisdiction over any matter or dispute
arising from or relating to the implementation of title Order.
Other
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10. Xxxxxx's counsel shall serve a copy of this Order, upon receipt, on
all parties who appeared at the hearing on this Motion.
11. -------------------------------------------------------------------
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[STAMP: OCT 16 2002]
Date;
XXX XXXXX X XXXX
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United States Bankruptcy Judge
