PUBLIC NOTICE OF SALE: Sustainable Indoor Farming Operation Assets

HOWARD B. SAMUELS, NOT INDIVIDUALLY, BUT SOLELY AS ASSIGNEE FOR THE BENEFIT OF CREDITORS (“ASSIGNEE”) OF FARMEDHERE, LLC (“FARMEDHERE”) ANNOUNCES SALE OF ASSETS (“ASSETS”)

1. Sale

The Assignee will conduct a sale of the Assets (“Sale”) on Thursday, February 23, 2017 at 2:00 pm CT (“Sale Date”).  The Assets will be offered as two separate lots:

• The Assets to be sold in Lot 1 include but are not limited to trademarks, copyrights, patents, trade secrets, trade dress, and any other known or unknown intellectual property related to FarmedHere or its business, including but not limited to specifically: The domain www.farmedhere.com (to the extent assignable) as well as all farmedhere.com email addresses (to the extent assignable), all FarmedHere social media accounts including but not limited to Twitter, Facebook, Instagram and Pintrest (to the extent assignable); United States Trademark Reg. Nos. 5026385 and 4292224, all UPC codes, Ceres software platform, all trade secrets related to organic growing;  Certain other tangible Assets including but not limited to equipment owned by FarmedHere related to the physical production of salad dressings and indoor vertical growing.  A complete and detailed list of Lot 1 can be viewed by contacting the Assignee.

• The Assets to be sold in Lot 2 include but are not limited to certain tangible Assets utilized for indoor vertical growing of a variety of vegetables or other botanicals, including 168 growing beds, ten 1,200 gallon tanks, approximately 3,500 growing trays, office furniture and fixtures and other items used for indoor vertical growing.  A complete and detailed list of Lot 2 can be viewed by contacting the Assignee.  Lot 2 Assets will be sold as a single lot, or at the Assignee’s discretion, in separate lots.

2. Business Overview

FarmedHere was established in August 2011 to operate as a sustainable indoor farming operation supplying year round local greens for public consumption. FarmHere is located at 6700 S. Sayre Ave. Bedford Park, IL 60638

3. Stalking Horse Bid

The Assignee accepted, on January 17, 2017, an Asset Purchase Agreement (“APA”) for the Assignee’s right, title and interest in and to Lot 1, subject to all liens, claims and encumbrances of record, as a single lot as provided and further detailed in the APA, for a purchase price of $40,000.00.  The APA for Lot 1 also details excluded assets and other terms and conditions.  Upon request, the Assignee will furnish to a qualified purchaser, after execution of a confidentiality agreement, a complete list of the Assets and a copy of the fully executed APA.The APA is subject to overbid.

4. As-Is, Where Is

All Assets will be sold “AS IS, WHERE IS” with all faults and without any express or implied representations or warranties whatsoever, including, without limitation, warranties of merchantability, quiet enjoyment or fitness for a particular purpose or as to the title, value or quality of the Assets.

5. Leased Property

Assignee is not transferring or selling herein any leased property, whether real or personal, whether evidenced by a true lease or a capital lease (unless the capital lessor so consents).

6. Qualifying to Bid

To be a qualified purchaser for Lot 1, a party must, at a minimum, post a cash deposit ( “Deposit”) in the form of a cashier’s check, certified check or wire transfer in the amount of $10,000.00, made payable to and delivered to the Assignee at least one day prior to the Sale. 

7. Location of Sale

Offices of Rally Capital Services, LLC, 350 N. LaSalle St., Suite 1100, Chicago, IL.

8. Sale Rules

• General Rules. All bidding for the Assets shall be conducted in the same room with the identity and bid terms of all bidders fully disclosed and on the record as recorded by a court reporter.  Any subsequent overbids for the Assets will be determined by the Assignee at the Sale; provided, however, the Assignee reserves the right to change the minimum bid from time to time during the Sale.  At the conclusion of the Sale, the Assignee shall declare on the record which bid is the highest and best, and thus accepted, and the winning bidder will be require to concur on the record. The balance of the purchase price for the Assets must be paid to the Assignee in immediately available funds within 24 hours of the conclusion of the Sale.  If the successful bidder fails to pay the balance, then its Deposit will be forfeited and the Assets may, at the Assignee’s option, be sold to the next highest bidder without prejudice to, or waiver of, the Assignee’s rights and remedies against the defaulting bidder.

• Reservation of Rights. The Assignee reserves the right, on or prior to the Date of Sale, to modify, waive or amend any terms or conditions of the Sale or impose any other terms or conditions on the Sale, and, if the Assignee deems appropriate, to reject any bids or continue the Sale (whether for all of the Assets or separate lots) without prior notice. The Assignee reserves the right to adjourn the Sale from time to time without further notice except as announced at the Sale.  The Assignee further reserves the right to determine the qualifications of any bidder, including the ability to close the transaction on the terms and conditions referenced herein.

9. More information

For more information, including to inspect the Assets, contact:

Assignee

Howard B. Samuels, Esq. • David N. Missner, Esq.
Jeffrey D. Samuels
Rally Capital Services, LLC
350 N. LaSalle St., Suite 1100
Chicago, IL 60654
(312)645-1975
[email protected]