248 F.3d 110, 124 (3d Cir.2001) (concluding that “the sale of an executory contract triggers the protections afforded sales of bankruptcy estate property but also requires satisfaction of the requirements for assuming and/or assigning the same execu-tory contract.”); In re Access Beyond Techs., Inc., 237 B.R. 32, 47 (Bankr.D.Del.1999) (concluding that a “debtor cannot avoid the requirements of section 365 by saying it is ‘selling’ a lease or executory contract, rather than assuming and assigning it.”). Shaw argues that Bechtel’s purported offset rights were extinguished pursuant to section 363(f) of the Bankruptcy Code by paragraphs 7 and 11 of the Sale Order, which transferred the Debtors’ “Assets” to Shaw “f c. (In re Trans World Airlines, Inc.), 275 B.R. 712, 718 (Bankr.D.Del.2002) (<HOLDING>). Bechtel argues that the Sale did not result
holding that sale of accounts receivable under section 363 was not free and clear of defenses such as recoupment but was free and clear of setoff rights unless the setoff was actually taken prepetition holding that section 363 governs the sales of executory contracts here section 365 provides some limitations and conditions to assignments none of which negates the applicability of section 363 to the sale at auction of an executory contract holding that provision in prepetition agreement which precluded sale of assets by debtor was not a bar to a sale under section 363 because prepetition agreements purporting to in terfere with a debtors rights under the bankruptcy code are not enforceable holding that the secured partys contract and quasicontract claims fail as a matter of law because they are subject to the buyers ucc defenses and its right to recoupment and setoff under the agreements between the buyer and the debtor holding that sale under section 363 eliminates unexercised setoff rights but not recoupment defense