In re Condor Systems, Inc.
Opinion
Lead Opinion
Grube, J.
*754 ORDER GRANTING CONDOR’S MOTION TO ENFORCE THE TERMS OF AN ASSET PURCHASE AGREEMENT
I. INTRODUCTION
Through an Asset Purchase Agreement EDO Reconnaissance and Surveillance Systems, Inc. (EDO) acquired essentially all the assets of Condor Systems, Inc and CEI Systems, Inc. (Condor). This motion resulted from a disagreement between EDO and Condor about the meaning of a certain provision in that agreement. For the reasons hereafter stated the motion will be granted.
II. FACTUAL BACKGROUND
On June 25, 2002, the Court approved the sale of Condor’s assets to EDO. Under the Asset Purchase Agreement EDO assumed various obligations of Condor. The present dispute involves the breadth of obligations to employees assumed by EDO. The assumption provision provided:
The dispute deals with the terms of Section 6.1 which provides:
More specifically, the dispute involves to what extent EDO assumed Condor’s obligation “with respect to personal time off (PPTO) then accrued and outstanding .... ” EDO believes it is only responsible for the PPTO obligations accrued pre-petition, that is those accrued up to the time the Chapter 11 petition was filed on November 8, 2001. Condor, on the other…