MEMORANDUM OF DECISION
JOHN E. RYAN, Bankruptcy Judge.
I. Introduction
A. Factual Background and Procedural History
199Z, Inc., a California corporation ("199Z" or "Debtor") entered into an asset purchase agreement dated as of February 5, 1990, with 1200 Valencia, Inc., a California corporation ("Valencia"), Ocean Pacific Sunwear, Ltd., a California limited partnership ("OP") (collectively, "Defendants"), and Republic Factors Corp...
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