Oren L. Benton - Page 16

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          the Bankruptcy Code] as written supplies that certainty.”  Id. at           
          55.  We note that the court in In re Emerson did not attempt to             
          define “terminate” in the context of section 1398, but held that            
          it retained jurisdiction over the debtor until the bankruptcy               
          proceeding finally closed.                                                  
               The holding in In re Emerson is readily distinguishable                
          from the holdings in numerous cases that have held that a                   
          “termination” occurs at the point of confirmation.  The holding             
          in In re Emerson was applied in a procedural context to generally           
          determine the proper venue for a chapter 11 proceeding.  The                
          focus of that inquiry must necessarily be the entire chapter 11             
          proceeding from the time of petition to the closing.                        
               In the setting of a bankruptcy reorganization, it would be             
          more appropriate to transfer the tax attributes of the bankruptcy           
          estate to the discharged debtor when the plan of reorganization             
          is confirmed.  The underlying purpose of a bankruptcy                       
          reorganization is “rehabilitating the debtor and avoiding                   
          forfeitures by creditors.”  Pioneer Inv. Servs. Co. v. Brunswick            
          Associates Ltd. Partnership, 507 U.S. 380, 389 (1993).  “[T]o               
          achieve that purpose, the debtor has to continue to operate                 
          between the filing of the petition and the adjudication of                  
          bankruptcy.”  Pa. Dept. of Envtl. Res. v. Tri-State Clinical                
          Labs., Inc., 178 F.3d 685, 690 (3d Cir. 1999).                              

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