case 2:16-bk-24862-bb doc 851 filed 09/18/17 entered...

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This form is optional. It has been approved for use in the United States Bankruptcy Court for the Central District of California. December 2016 Page 1 F 9013-1.2.OPPORTUNITY.HEARING.NOTICE Attorney or Party Name, Address, Telephone & FAX Nos., State Bar No. & Email Address FOR COURT USE ONLY Debtor(s) appearing without an attorney Attorney for: UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA - In re: CASE NO.: CHAPTER: NOTICE OF OPPORTUNITY TO REQUEST A HEARING ON MOTION [LBR 9013-1(o)] [No hearing unless requested in writing] Debtor(s). TO THE U.S. TRUSTEE AND ALL PARTIES ENTITLED TO NOTICE, PLEASE TAKE NOTICE THAT: 1. Movant(s) ____________________________________________________________________________________, filed a motion or application (Motion) entitled _________________________________________________________ _____________________________________________________________________________________________. 2. Movant(s) is requesting that the court grant the Motion without a hearing as provided for in LBR 9013-1(o), unless a party in interest timely files and serves a written opposition to the Motion and requests a hearing. 3. The Motion is based upon the legal and factual grounds set forth in the Motion. (Check appropriate box below): The full Motion is attached to this notice; or The full Motion was filed with the court as docket entry # _____, and a detailed description of the relief sought is attached to this notice. 4. DEADLINE FOR FILING AND SERVING OPPOSITION PAPERS AND REQUEST FOR A HEARING: Pursuant to LBR 9013-1(o), any party who opposes the Motion may request a hearing on the Motion. The deadline to file and serve a written opposition and request for a hearing is 14 days after the date of service of this notice, plus 3 additional days if you were served by mail or pursuant to F.R.Civ.P. 5(b)(2)(D) or (F). Lawrence M. Schwab (Cal. Bar No. 85600) Thomas M. Gaa (Cal. Bar. No. 130720) Gaye N. Heck (Cal. Bar No. 170804) BIALSON, BERGEN & SCHWAB A Professional Corporation 633 Menlo Avenue, Suite 100 Menlo Park, California 94025 Telephone: 650/857-9500 Facsimile: 650/494-2738 E-mail: [email protected] E-mail: [email protected] LOS ANGELES DIVISION NG DIP INC. (f/k/a Nasty Gal Inc.), a California Corporation Debtor and Debtor in Possession. 2:16-bk-24862-BB Yahoo Holdings, Inc. MOTION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM OF YAHOO HOLDINGS INC. Yahoo Holdings Inc. 11 Case 2:16-bk-24862-BB Doc 851 Filed 09/18/17 Entered 09/18/17 10:28:54 Desc Main Document Page 1 of 6

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This form is optional. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

December 2016 Page 1 F 9013-1.2.OPPORTUNITY.HEARING.NOTICE

Attorney or Party Name, Address, Telephone & FAX Nos., State Bar No. & Email Address

FOR COURT USE ONLY

Debtor(s) appearing without an attorneyAttorney for:

UNITED STATES BANKRUPTCY COURTCENTRAL DISTRICT OF CALIFORNIA - DIVISION

In re: CASE NO.:

CHAPTER:

NOTICE OF OPPORTUNITY TO REQUEST A HEARING ON MOTION

[LBR 9013-1(o)]

[No hearing unless requested in writing]Debtor(s).

TO THE U.S. TRUSTEE AND ALL PARTIES ENTITLED TO NOTICE, PLEASE TAKE NOTICE THAT:

1. Movant(s) ____________________________________________________________________________________,filed a motion or application (Motion) entitled ______________________________________________________________________________________________________________________________________________________.

2. Movant(s) is requesting that the court grant the Motion without a hearing as provided for in LBR 9013-1(o), unless a party in interest timely files and serves a written opposition to the Motion and requests a hearing.

3. The Motion is based upon the legal and factual grounds set forth in the Motion. (Check appropriate box below):

The full Motion is attached to this notice; or

The full Motion was filed with the court as docket entry # _____, and a detailed description of the relief sought isattached to this notice.

4. DEADLINE FOR FILING AND SERVING OPPOSITION PAPERS AND REQUEST FOR A HEARING: Pursuant to LBR 9013-1(o), any party who opposes the Motion may request a hearing on the Motion. The deadline to file and servea written opposition and request for a hearing is 14 days after the date of service of this notice, plus 3 additional days if you were served by mail or pursuant to F.R.Civ.P. 5(b)(2)(D) or (F).

Lawrence M. Schwab (Cal. Bar No. 85600) Thomas M. Gaa (Cal. Bar. No. 130720) Gaye N. Heck (Cal. Bar No. 170804) BIALSON, BERGEN & SCHWAB A Professional Corporation 633 Menlo Avenue, Suite 100 Menlo Park, California 94025 Telephone: 650/857-9500 Facsimile: 650/494-2738 E-mail: [email protected] E-mail: [email protected]

LOS ANGELES DIVISION

NG DIP INC. (f/k/a Nasty Gal Inc.), a California Corporation Debtor and Debtor in Possession.

2:16-bk-24862-BB

Yahoo Holdings, Inc.MOTION FOR ALLOWANCE AND PAYMENT OF

ADMINISTRATIVE EXPENSE CLAIM OF YAHOO HOLDINGS INC.

Yahoo Holdings Inc.

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Case 2:16-bk-24862-BB Doc 851 Filed 09/18/17 Entered 09/18/17 10:28:54 Desc Main Document Page 1 of 6

This form is optional. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

December 2016 Page 2 F 9013-1.2.OPPORTUNITY.HEARING.NOTICE

a. If you timely file and serve a written opposition and request for a hearing, movant will file and serve a notice of hearing at least 14 days in advance of the hearing. [LBR 9013-1(o)(4)]

b. If you fail to comply with this deadline:

(1) Movant will file a declaration to indicate: (1) the Motion was properly served, (2) the response period elapsed, and (3) no party filed and served a written opposition and request for a hearing within 14 days after the date of service of the notice [LBR 9013-1(o)(3)];

(2) Movant will lodge an order that the court may use to grant the Motion; and

(3) The court may treat your failure as a waiver of your right to oppose the Motion and may grant the Motionwithout further hearing and notice. [LBR 9013-1(h)]

Respectfully submitted,

Date: .Signature of Movant or attorney for Movant

.Printed name of Movant or attorney for Movant

09/18/2017 /s/ Thomas M. Gaa

Thomas M. Gaa,

Case 2:16-bk-24862-BB Doc 851 Filed 09/18/17 Entered 09/18/17 10:28:54 Desc Main Document Page 2 of 6

 

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

June 2012 F 9013-3.1.PROOF.SERVICE

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: 633 MENLO AVE., SUITE 100, MENLO PARK, CA 94025 A true and correct copy of the foregoing documents entitled (specify): (1)NOTICE OF OPPORTUNITY TO REQUEST A HEARING ON MOTION [LBR 9013-1(o)]; (2) MOTION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM OF YAHOO HOLDINGS, INC., and (3) DECLARATION OF PARKER THORNBURG IN SUPPORT OF THE MOTION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM OF YAHOO HOLDINGS, 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 stated below: 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On September 18, 2017, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On September 18, 2017, I served the following persons and/or entities at the last known addresses 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 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.

Lorie A Ball Robins Kaplan LLP 2049 Century Park E Ste 3400 Los Angeles, CA 90067 Mert Beraze 1420 Paloma St Los Angeles, CA 90021 Contrarian Funds, LLC 411 West Putnam Avenue, Suite 425 Greenwich, CT 06830 Equal Opportunity Clothiers, Inc. 1420 Paloma Street Los Angeles, CA 90021

R Riley & Co 420 Lexington Ave New York, NY 10170

Shoemagoo, LLC Dennis J. Wickham, Esq. SELTZER CAPLAN McMAHON VITEK A Law Corporation 750 B Street, Suite 2100 San Diego, California 92101 Liquidating Trustee for NG DIP, Inc. Amanda Demby Province, Inc. 2360 Corporate Circle, Suite 330 Henderson, NV 89074

Service information continued on attached page

Case 2:16-bk-24862-BB Doc 851 Filed 09/18/17 Entered 09/18/17 10:28:54 Desc Main Document Page 3 of 6

 

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

June 2012 F 9013-3.1.PROOF.SERVICE

3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on September 18, 2017, I served the following persons and/or entities by personal delivery, overnight mail service, 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, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed.

Via Fedex The Honorable Sheri A. Bluebond, Chief United States Bankruptcy Judge United States Bankruptcy Court Central District of California Edward R. Roybal Federal Building and Courthouse 255 E. Temple Street, Suite 1534 / Courtroom 1539 Los Angeles, CA 90012

Service information continued on attached page I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. 9/18/2017 Yessenia Rojas /s/ Yessenia Rojas Date Printed Name Signature

Case 2:16-bk-24862-BB Doc 851 Filed 09/18/17 Entered 09/18/17 10:28:54 Desc Main Document Page 4 of 6

 

Electronic mail notice list

Todd M Arnold [email protected] Wesley H Avery [email protected], [email protected] Peter Bonfante [email protected] Larry Butler [email protected] Diana K Carey [email protected], [email protected];[email protected] Helena DeYoung [email protected] Jeffrey W Dulberg [email protected] Joseph A Eisenberg [email protected], [email protected];[email protected];[email protected];[email protected] Scott Ewing [email protected], [email protected];[email protected];docketalarm-ecf-cacb-

[email protected] Ryan S Fife [email protected], [email protected];[email protected] Bruno Flores [email protected],

[email protected];[email protected];[email protected];[email protected];[email protected]

Jerome Bennett Friedman [email protected], [email protected];[email protected] Scott F Gautier [email protected] Thomas M Geher [email protected], [email protected];[email protected];[email protected] Fredric Glass [email protected] Matthew A Gold [email protected] Michael I Gottfried [email protected], [email protected];[email protected];[email protected] Michael S Greger [email protected] Steven T Gubner [email protected], [email protected] Brian L Holman [email protected] Eric P Israel [email protected], [email protected];[email protected] Kevin H Jang [email protected], [email protected] Nathan E Jones [email protected] Jeff D Kahane [email protected] Ori Katz [email protected], [email protected];[email protected] Gerald P Kennedy [email protected], [email protected];[email protected];efile-

[email protected] Gary E Klausner [email protected] Matthew Klinger [email protected] Kenneth T Law [email protected] Malcolm Leader-Picone [email protected] Angie S Lee [email protected] Ron Maroko [email protected] Kevin Meek [email protected], [email protected];[email protected] Julie Montgomery [email protected], [email protected] Margreta M Morgulas [email protected] Alan I Nahmias [email protected], [email protected] Vahak Papasian [email protected], [email protected];[email protected] Penelope Parmes [email protected], [email protected] Jeffrey N Pomerantz [email protected] Uzzi O Raanan [email protected], [email protected];[email protected] Kurt Ramlo [email protected], [email protected] J. Alexandra Rhim [email protected] Terrel Ross [email protected] Victor A Sahn [email protected],

[email protected],[email protected];[email protected];[email protected] Lovee D Sarenas [email protected] Allan D Sarver [email protected] Benjamin Seigel [email protected], [email protected];[email protected] David B Shemano [email protected]

Case 2:16-bk-24862-BB Doc 851 Filed 09/18/17 Entered 09/18/17 10:28:54 Desc Main Document Page 5 of 6

 

Martina A Slocomb [email protected] Howard Steinberg [email protected], [email protected];[email protected] Ovsanna Takvoryan [email protected], [email protected] Robert Tannor [email protected] United States Trustee (LA) [email protected] Andrew F Whatnall [email protected] Dennis J Wickham [email protected], [email protected] Douglas Wolfe [email protected] Hatty K Yip [email protected]

.

Case 2:16-bk-24862-BB Doc 851 Filed 09/18/17 Entered 09/18/17 10:28:54 Desc Main Document Page 6 of 6

W:\Y0042\493\Request For Payment\Motion Admin Expense V4.Docx 1

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UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

NG DIP INC. (f/k/a Nasty Gal Inc.), a California Corporation

Debtor and Debtor in Possession.

))))))))))))

Case No. 2:16-bk-24862-BB Chapter 11 MOTION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM OF YAHOO HOLDINGS INC. [No hearing requested-LBR9013-1(o)]

TO THE HONORABLE SHERI BLUEBOND, UNITED STATES BANKRUPTCY JUDGE:

Yahoo Holdings, Inc. (“Yahoo”), a creditor of NG DIP, INC. (f/k/a/ Nasty Gal, Inc., a

California corporation), by and through the undersigned counsel, hereby moves (the

“Administrative Expense Motion”) the Court for entry of an order (the “Administrative

Expense Order”) (a) allowing an administrative expense in an amount not less than $17,495.59

(the “Administrative Expense Claim”) for the Yahoo Services1 provided by Yahoo to

NastyGal, Inc. (the “Debtor”), from and after the Petition Date through August 18, 2017 (the

“Effective Date”), pursuant to the Yahoo Contract, (b) directing the Administrative Expense

Claim be paid in full within seven (7) business days after entry of the Administrative Expense

1 All capitalized terms shall have the meaning as set forth in this Motion for Allowance and Payment of Administrative Expenses and, if not defined herein, as set forth in the Thornburg Declaration filed in support of this Motion

Lawrence M. Schwab (Cal. Bar No. 85600)Thomas M. Gaa (Cal. Bar. No. 130720) Gaye N. Heck (Cal. Bar No. 170804) BIALSON, BERGEN & SCHWAB A Professional Corporation 633 Menlo Avenue, Suite 100 Menlo Park, California 94025 Telephone: 650/857-9500 Facsimile: 650/494-2738 E-mail: [email protected] E-mail: [email protected] Attorneys for Administrative Expense Claimant Yahoo Holdings Inc.

Case 2:16-bk-24862-BB Doc 851-1 Filed 09/18/17 Entered 09/18/17 10:28:54 Desc Motion Page 1 of 7

-2- Motion for Allowance and Payment of Administrative Expenses (Yahoo Holdings, Inc.)

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Order, or at such time as the Court otherwise orders, (c) approving the Reservation of Rights

asserted hereinafter, and (d) granting such other and further relief as may be deemed just and

proper under the circumstances of this case.

This Administrative Expense Motion is brought pursuant to 11 U.S.C. §§503(b)(1)(A) and

507(a)(2), and is based on the matters set forth herein, the Declaration of Parker Thornburg In

Support of the Motion for Allowance and Payment of Administrative Expense of Yahoo.com (the

“Thornburg Declaration”) filed in support hereof, the files and the records in this case, and such

other and further evidence as may be submitted at or before the trial on this matter.

Yahoo requests that the Court take judicial notice of the pleadings filed in this case and the

facts set forth in the Court’s orders, findings of fact and conclusions of law pursuant to Rule 201

of the Federal Rules of Evidence (as incorporated by Rule 9017 of the Federal Rules of

Bankruptcy Procedure).

JURISDICTION AND VENUE.

1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§157

and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A),(B) and (O).

2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

BACKGROUND

3. On November 9, 2016 (the "Petition Date"), the above-captioned Debtor filed

its voluntary petitions in the above-captioned Court seeking relief under Chapter 11 of title 11 of

the United States Code (the “Bankruptcy Code”).

4. On August 1, 2017, the Court entered its Order Confirming Joint Liquidating

Plan of Reorganization of Debtor and Official Committee of Unsecured Creditors Dated May

23, 2017 [ECF 780] (the “Confirmation Order”). SFDC is informed that, pursuant to the

Confirmation Order, the Liquidating Trust was created on the Plan’s Effective Date.

Case 2:16-bk-24862-BB Doc 851-1 Filed 09/18/17 Entered 09/18/17 10:28:54 Desc Motion Page 2 of 7

-3- Motion for Allowance and Payment of Administrative Expenses (Yahoo Holdings, Inc.)

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5. On August 22, 2017, the Debtor filed its Bar Date Notice2 providing, among other

things, that the Plan became effective on August 18, 2017 (the “Effective Date”) and parties

asserting a right to allowance and payment of Administrative Expense Claims arising between

the Petition Date and the Effective Date must file their motion with the Court on or before the

30th day following the Effective Date. Pursuant the Bar Date Notice and Fed. R. Bankr. P

9006(a)(1)(C), the deadline to file a request or payment of administrative expense is Monday,

September 18, 2017(the “Claim Bar Date”). The Yahoo Contract

6. Prior to the Petition Date, Yahoo! and the Debtor entered into certain Master Terms

and Conditions and Program Terms (the “Yahoo Contract”) whereby advertising services (the

“Services”) are provided to the Debtors by Yahoo. [A true and accurate copy of Yahoo Contract

is attached as Exhibit A to the Thornburg Declaration at ¶6, and is incorporated by reference

herein as if fully set forth.

7. Yahoo Inc. transferred all assets and liabilities relevant to the Yahoo Contract to

Yahoo Holdings, Inc., effective as of June 13, 2017. Accordingly, Yahoo Holdings, Inc. is the

holder of the claim asserted by the Administrative Expense Motion and Yahoo Inc. no longer

owns any interest in the past, present or future liabilities relevant to the Yahoo Contract. See

Thornburg Declaration at ¶7.

2 See Notice of: (1) Confirmation of Joint Liquidating Plan of Reorganization of Debtor and Official Committee of Unsecured Creditors Dated May 23, 2017 and Occurrence of Effective Date thereof, and (2) Deadline for Filing Certain Claims [ECF 806].

Case 2:16-bk-24862-BB Doc 851-1 Filed 09/18/17 Entered 09/18/17 10:28:54 Desc Motion Page 3 of 7

-4- Motion for Allowance and Payment of Administrative Expenses (Yahoo Holdings, Inc.)

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The Administrative Expense Claim

8. From and after the Petition Date through the Effective Date, Yahoo provided the

Services, and the Debtor accepted and used the Services for the benefit of the bankruptcy estate.

See Thornburg Declaration at ¶8.

9. The Debtor has failed to pay all amounts due and owing from and after the Petition

Date through the Effective Date according to the terms of the Yahoo Contract. The aggregate

amount due and owing, but remain unpaid, for Services provided from and after the Petition Date

through the Effective Date pursuant to the Yahoo Contracts is not less than $17,495.59 (i.e., the

Administrative Expense Claim). A summary of the Administrative Expense Claim amount is set

forth below. True and accurate copies of the Invoices are attached to the Thornburg Declaration

as Exhibit B and incorporated by reference herein as if fully set forth. See Thornburg Declaration

at ¶12.

Invoice No. Invoice Date Service Month Invoice Balance Admin. Exp. 11/9/16 to

8/18/17

US07190915256 8-Dec-16 Nov-16 $ 5,006.20 $ 531.43

N/A 31-Dec-16 Dec-16 $ 133.78 $ 133.78

US07192974212 28-Feb-17 Feb-17 $ 2,236.35 $ 2,236.35

US07194433835 30-Apr-17 Apr-17 $ 4,592.77 $ 4,592.77

US07195126275 31-May-17 May-17 $ 3,884.84 $ 3,884.84

US07195830146 30-Jun-17 Jun-17 $ 2,672.58 $ 2,672.58

US07196563248 31-Jul-17 Jul-17 $ 2,213.84 $ 2,213.84

US07197305675 8-Sep-17 Aug-17 $ 2,801.88 $ 1,230.00

$ 17,495.59

[True and accurate copies of the Invoices are attached to the Thornburg Declaration as Exhibit

B to the Thornburg Declaration at ¶12, and are incorporated by reference herein as if fully set

forth.

Case 2:16-bk-24862-BB Doc 851-1 Filed 09/18/17 Entered 09/18/17 10:28:54 Desc Motion Page 4 of 7

-5- Motion for Allowance and Payment of Administrative Expenses (Yahoo Holdings, Inc.)

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LEGAL AUTHORITY

Administrative Expenses Are Allowed For Actual, Necessary Costs And Expenses of Preserving the Estate.

10. The United States Bankruptcy Code provides that claims for "the actual,

necessary costs and expenses of preserving the estate” shall be allowed as administrative

expenses, 11 U.S.C. §503(b)(1)(A), and “the administrative expenses of the debtor-in-

possession receive highest priority in corporate bankruptcy proceedings. 11 U.S.C. §

507(a)(1).” Supplee v. Bethlehem Steel Corporation (In re Bethlehem Steel Corp.), 479 F.3d

167, 172 (2d Cir. 2007).

11. It is well established that "if a debtor in possession elects to continue to receive

benefits from the other party to an executory contract pending a decision to reject or assume a

contract, the debtor in possession is obligated to pay for the reasonable value of those services."

See NLRB v. Bildisco & Bildisco, 465 U.S. 513, 531 (1984). Accord, In re Kadjevich, 220 F.3d

1016, 1020 (9th Cir. 2000) (“[P]ost-petition business expenses are granted administrative-

expense priority so that third parties will risk providing the goods and services that are

necessary for a struggling debtor to reorganize.”) citing Microsoft Corp. v. DAK Indus., Inc. (In

re DAK Indus., Inc.), 66 F.3d 1091, 1097 (9th Cir.1995) ("Payment of administrative expenses

allows the debtor to secure goods and services necessary to administer the estate, which

ultimately accrues to the benefit of all creditors.").

12. In order to be allowed an administrative expense, “[t]he claimant must show that

the debt asserted to be an administrative expense (1) arose from a transaction with the debtor-in-

possession as opposed to the preceding entity (or, alternatively, that the claimant gave

consideration to the debtor-in-possession); and (2) directly and substantially benefitted the

estate.” In re Abercrombie, 139 F.3d 755, 756 (9th Cir. 1998) citing In re DAK Indus., 66 F.3d

at 1094.

13. Where a debtor knowingly and willingly used the non-debtor’s property or

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services, after the commencement of a case and prior to rejection of the underlying contract to

preserve and maximize estate assets, it is liable for an administrative claim at the contract rate,

even if the debtor did not "profit" from such use. See e.g., In re Patient Education Media, Inc.,

221 B.R. 97 (Bankr. S.D.N.Y. 1998) (held: a claimant is entitled to an administrative expense

where a debtor knowingly and willingly used claimant's property during prerejection period to

preserve and maximize estate assets, even though debtor did not “profit” from use of the sound

stage; and the reasonable rental value of claimant's claim was the contract rate.) See also, In re

Adelphia Bus. Sols., Inc., 296 B.R. 656, 662 (Bankr. S.D.N.Y. 2003) (the expense's

consideration must be ‘both supplied to and beneficial to the debtor in possession in the

operation of the business.’”)

14. Here, Yahoo’s right to allowance and payment of the Administrative Expense

Claim is clear: Yahoo provided the Services from the Petition Date though the Effective Date

pursuant to the Yahoo Contract; the Debtor (in its capacity as debtor-in-possession) knowingly

and willingly accepted the Services; and the Services were “supplied to and beneficial to the

debtor in possession in the operation of [its] business[.]” In re Adelphia Bus. Sols., Inc., 296

B.R. at 662. Accordingly, Yahoo submits that the provision of the Services, unquestionably,

constitute “actual, necessary costs and expenses of preserving the estate” and it should be

allowed as administrative expenses, 11 U.S.C. §503(b)(1)(A), and should receive the highest

priority in payment in this bankruptcy proceeding pursuant to 11 U.S.C. §507(a)(1).

RESERVATION OF RIGHTS

15. Notwithstanding the foregoing, Yahoo expressly reserves all (and does not hereby

waive any) of its (a) all rights, claims, counterclaims, defenses, interests, actions and/or other

remedies (collectively, its “Rights And Actions”) including, without limitation, the right to

amend, supplement, and/or modify (A) the proof of claim filed by Yahoo and/or any other claim

or proof of claim that may be filed in the future (collectively, the “Claims”) and (B) the

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Administrative Expense Claim asserted hereby and/ or any further administrative expense claim

as may be asserted hereinafter (collectively, the “Administrative Expenses”), including

without limitation the (i) right to a judicial determination of the amount(s) due and owing with

regard to the Claims and/or the Administrative Expenses, (ii) the right to resolution of all issues

implicated by the Claims, this Administrative Expense Claim and/or any other Administrative

Expenses, (iii) the right to amend, modify or supplement this Administrative Expense Motion in

response to, or as a result of, any submission by any party-in-interest and (iv)) the right to adopt

any other pleadings filed by any other party related to the Claims, this Administrative Expense

Claim, any other Administrative Expenses or the Administrative Expense Motion (collectively,

the “Reservation of Rights”).

WHEREFORE, Yahoo respectfully requests the Court enter its Administrative Expense

Order –

(A) Allowing an administrative expense to claim in the amount not less than of

$17,495.59, pursuant to the Yahoo Contract for services provided from the Petition Date through

the Effective Date;

(B) Directing the Debtors to pay the Administrative Expense Claim, in full, within seven

(7) business days after entry of the Administrative Expense Order, or at such time as the Court

otherwise orders;

(C) Approving the Reservation of Rights; and

(D) Granting such other and further relief as may be deemed just and proper under the

circumstances of this case Dated: September 18, 2017

Respectfully submitted BIALSON, BERGEN & SCHWAB, A Professional Corporation By: /s/ Thomas M. Gaa Thomas M. Gaa (Cal. Bar. No. 130720)

Attorneys for Yahoo Holdings, Inc.

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Yahoo Holdings, Inc. | 14010 FNB Parkway, Omaha, NE 68154 | US Tax ID # 81-3443155

Email: [email protected]

INVOICE Bill To: Invoice Details

Invoice Number: US07196563248Invoice Date: 08-AUG-17Total Amount Due: 2,213.84Payment Terms: Net 30Due Date: 08-SEP-17.

Media Buy DetailsPO Number: .Advertiser:Campaign Name: Nasty Gal_PolyvorePeriod of Service: JUL-17

Nasty Gal Inc49-51 Dale Street Manchester Manchester (City of) M1 2HFUnited Kingdom

To the Attention of:Adam [email protected]

Customer ID: C578453368-dupeYahoo Order: O-421142

Please Reference Invoice Number on check and wires for proper credit

Total Amount Due: USD 2,213.84 Due Date 08-SEP-17

Pay By Check Pay By WireBank Name: CITIBANK NAABA/Routing: 021000089 Favor: Yahoo Holdings, Inc.Account: 30579543

Regular Delivery Yahoo Holdings, Inc.P.O. Box 89-4147Los Angeles, CA 90189-4147

Overnight Delivery Yahoo Holdings, Inc.First Data RemitcoYahoo Holdings, Inc., Box 41472525 Corp. Pl 2nd fl Ste 250 Billing Inquiries?Monterey Park, CA 91754 Email: [email protected]

Yahoo Holdings, Inc. | 14010 FNB Parkway, Omaha, NE 68154 | US Tax ID # 81-3443155

Channel ID Yahoo Ad Product Campaign Name PO Number Charges Credits Amount1164263 Polyvore Nasty Gal_Polyvore . 2,213.84 0.00 2,213.84

USD Total Amount Due 2,213.84

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Yahoo Holdings, Inc. | 14010 FNB Parkway, Omaha, NE 68154 | US Tax ID # 81-3443155

Email: [email protected]

INVOICE Bill To: Invoice Details

Invoice Number: US07197305675Invoice Date: 08-SEP-17Total Amount Due: 2,801.88Payment Terms: Net 30Due Date: 08-OCT-17.

Media Buy DetailsPO Number: .Advertiser:Campaign Name: Nasty Gal_PolyvorePeriod of Service: AUG-17

Nasty Gal Inc49-51 Dale Street Manchester Manchester (City of) M1 2HFUnited Kingdom

To the Attention of:Adam [email protected]

Customer ID: C578453368-dupeYahoo Order: O-421142

Please Reference Invoice Number on check and wires for proper credit

Total Amount Due: USD 2,801.88 Due Date 08-OCT-17

Pay By Check Pay By WireBank Name: CITIBANK NAABA/Routing: 021000089 Favor: Yahoo Holdings, Inc.Account: 30579543

Regular Delivery Yahoo Holdings, Inc.P.O. Box 89-4147Los Angeles, CA 90189-4147

Overnight Delivery Yahoo Holdings, Inc.First Data RemitcoYahoo Holdings, Inc., Box 41472525 Corp. Pl 2nd fl Ste 250 Billing Inquiries?Monterey Park, CA 91754 Email: [email protected]

Yahoo Holdings, Inc. | 14010 FNB Parkway, Omaha, NE 68154 | US Tax ID # 81-3443155

Channel ID Yahoo Ad Product Campaign Name PO Number Charges Credits Amount1164263 Polyvore Nasty Gal_Polyvore . 2,801.88 0.00 2,801.88

USD Total Amount Due 2,801.88

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