Free Designated Record on Appeal - District Court of Delaware - Delaware

Case 1 :05-cv-00882-JJF Document 2 Filed 12/22/2005 Page 1 of 4
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: : Chapter ll
: Case No. 04-13536 (PJVV)
DATATEC SYSTEMS, INC. and DATAT EC : Jointly Administered
INDUSTRIES, INC., : A
. : Re: Docket Nos. 409 and 460
Debtors. :
APPELLANT TECHNOLOGY INFRASTRUCTURE SOLUTIONS, INC.’S
(I) DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL
AND (II) STATEMENT OF ISSUES TO BE PRESENTED ON APPEAL PURSUANT TO
FED.R.BANKR.P. 8006 AND LOCAL BANKRUPTCY RULE 8006-1
Technology Infrastructure Solutions, Inc. ("QS_"), the Appellant, in accordance with
Fed.R.Bankr.P. 8006, makes the following designation of items to be included inthe record on
appeal and a statement of the issues to be presented on appeal. Pursuant to Fed.R.Bankr.P. 8006
and Local Bankruptcy Rule 8006-l, TIS will provide to the Clerk of this Court a copy of the
items designated below for inclusion in the record on appeal.
DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL
TIS’ designation of items (including any exhibits thereto) to be included in the record on
appeal is as follows:
l. [Notice of Filing of] Asset Purchase Agreement (D.I. 168);
2. Order Authorizing the Debtors (A) to Sell Substantially All of Their Assets
Free and Clear of All Liens, Claims and Encumbrances, (B) Authorizing
the Assumption and Assignment of Certain Executory Contracts and
Unexpired Leases, and (C) Granting Related Relief (D.I. 218);
I 3. Technology Infrastructure Solutions, Inc.’s Motion for an Order Enforcing
Asset Purchase Agreement and Sale Order Against Debtors (D.I. 388);
4. Joint Objection ofthe Debtors and Debtors in Possession and the Official
Committee of Unsecured Creditors to the Motion of Technology
Infrastructure Solutions, Inc. for an Order Enforcing Asset Purchase
Agreement and Sale Order Against Debtors (D.I. 396);

Case 1 :05-cv-00882-JJF Document 2 Filed 12/22/2005 Page 2 of 4
5. Order Denying Motion of Technology Infrastructure Solutions, Inc. for an
Order Enforcing Asset Purchase Agreement and Sale Order Against
Debtors (D.I. 409);
6. Transcript of October 21, 2005 Omnibus Hearing (D.I. 414);
Documents Concerning Motion to Alter or Amend
7. Motion of Technology Infrastructure Solutions, Inc. for Alteration or
Amendment of Judgment Pursuant to Fed.R.Civ.P. 59(e), as Incorporated
by Fed.R.Bankr.P. 9023 (D.I. 412);
8. Joint Objection of the Debtors and Debtors in Possession and the Official
Committee of Unsecured Creditors to the Motion of Technology
Infrastructure Solutions, Inc. for Alteration or Amendment of Judgment
Pursuant to Fed.R.Civ.P. 59(e), as Incorporated by Fed.R.Bankr.P. 9023
(D.I. 420);
9. Motion of Technology Infrastructure Solutions, Inc. for Leave to File
Reply in Support of Motion for Alteration or Amendment of Judgment p
Pursuant to Fed.R.Civ.P. 59(e), as Incorporated by Fed.R.Bankr.P. 9023
(D.I. 425);
10. Order Granting Motion of Technology Infrastructure Solutions, Inc. for
Leave to File Reply in Support of Motion for Alteration or Amendment of
Judgment Pursuant to Fed.R.Civ.P. 59(e), as Incorporated by
Fed.R.Bankr.P. 9023 (D.I. 432); ·
11. Transcript of November 15, 2005 Hearing on Motion for Reconsideration
of Order Denying Motion of Technology Infrastructure Solutions, Inc. for
an Order Enforcing Asset Purchase Agreement and Sale Order Against
Debtors (D.I. 434);
12. Reply in Support of Motion of Technology Infrastructure Solutions, Ir1c.
for Alteration or Amendment of Judgment Pursuant to Fed.R.Civ.P. 59(e),
as Incorporated by Fed.R.Bankr.P. 9023 (D.I. 455)
13. Order Denying the Motion of Technology Infrastructure Solutions, Inc. for
Alteration or Amendment of Judgment Pursuant to Fed. R. Civ. P. 59(e), as
5 Incorporated by Fed. R. Bankr. P. 9023 (D.I. 460);
Notice and Amended Notice of Appeal
14. Notice of Appeal (D.I. 439); and
15 Amended Notice of Appeal (D.I. 463).
2

Case 1 :05-cv-00882-JJF Document 2 Filed 12/22/2005 Page 3 of 4
STATEMENT OF ISSUES TO BE PRESENTED ON APPEAL
TlS’ statement of the issues to be presented on appeal is as follows:
l. Whether the bankruptcy court erred in concluding that the Asset Purchase
Agreement ("APA”) was unambiguous in providing that TIS did not
purchase claims of Seller tmder insurance policy.
2. Whether the bankruptcy court erred in concluding that TIS did not purchase
claims of Seller under the insurance policy because the underlying
insurance contracts were not terminated prior to or at the closing of the sale
under the APA and thus such claims did not exist as of the Closing Date.
3. Whether the bankruptcy court erred in interpreting the APA in a manner
that rendered its provisions inconsistent, in conflict, or mere surplusage
(and where the basis for its holding was not even asserted by the debtors or
the creditors’ committee).
4. Whether the bankruptcy court erred in interpreting the APA in a manner
that did not give meaning to all of its provisions.
5. Whether the bankruptcy court erred in failing to conclude that TIS
purchased claims of Seller under insurance policies (other than those
specifically relating to the directors’ and officers’ liability policy, which .
were the only prepaid insurance premiums specifically excluded from the -
purchased assets) under the APA.
6. Whether the bankruptcy court erred in failing to grant the Motion of
Technology Infrastructure Solutions, Inc. for Alteration or Amendment of
Judgment Pursuant to Fed.R.Civ.P. 59(e), as Incorporated by
Fed.R.Bankr.P. 9023.
Y

Case 1 :05-cv-00882-JJF Document 2 Filed 12/22/2005 Page 4 of 4
Dated: December 6, 2005 Respectfully submitted,
Wilmington, Delaware
REED SMITH LLP
By: /s/ Kurt F. Gwmne
Kurt F. Gwynne (No. 3951)
J. Cory Falgowski (No. 4546)
1201 Market Street, Suite 1500
Wilmington, DE 19801
A Telephone: (302) 778-7500
Facsimile: (302) 778-7575
and
Claudia Z. Springer, Esquire
One Liberty Place
Philadelphia, PA 19103
Telephone: (215) 241 -7946
Facsimile: (215) 851-1420 »
l and
Paul M. Singer, Esquire
435 Sixth Avenue
Pittsburgh, PA 15219
Telephone: (412) 288-3131
Facsimile: (412) 288-3063
A Counsel for Appellant,
Technology Infrastructure
Solutions, Inc.
Y