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2. As stand in the Motion, the Reorganized Debtors intend, with permission of <br />the Court, to sell the property, plant and equipment (the "Ptaclrased Property") fixmerly owned <br />by Denver Metals Company to The David ). Joscph Company ("DJJ"). The Purchased <br />Property is cwrently operand as an ongoing business by the Reorganized Debtors. <br />3. Exhibit 1 to the Motion is a true and correct copy of the proposed Asset <br />Purchase Agreement entered into between the Reorganized Debtors and DJJ, :object to <br />approval of the Court. <br />4. The Reorganized Debtor believe that the price received for the Purchased <br />Propert}• under the proposed sale is commensurate with the Purchased Property's value. The <br />sale price is in line with property valuations, I have reviewed prepared by Valutrtion Research <br />Corporation. <br />3. DJJ is not an.affiliatc, insider or is not otherwise related-to:She Reorganized <br />Debtors or jointl}~ administered reorganized debtors. The sale was ncgotiated at snits lcngth <br />and in good faith. Thus, in my opinion, the proposed sale will be brneficial 10 the Reorganized <br />Debtor's estate and will be in the best interests of the estau's creditors. <br />I declare tinder penalties of pcrjury that the foregoing is true anC( correct W the <br />best of my knowledge aad belief. <br />