SALE OF ASSETS: Notice is hereby given that on Monday, June 13, 2016 at 10:00 AM CDT (the “Date of Sale”), at the offices of Rally Capital Services, LLC, 350 N. LaSalle St., Suite 1100, Chicago, IL, the secured party American Chartered Bank (“Lender”) and Howard B. Samuels, not individually, but solely as Assignee for the Benefit of Creditors (the “Assignee”) of The American Group of Constructors, Inc. (“TAG”), an Illinois corporation (the Lender and Assignee are herein referred to as “Sellers”), shall hold a joint public auction in accordance with the Uniform Commercial Code and Illinois (the “Joint Sale”) common law to offer for sale TAG’s right, title and interest in and to all business assets used in the day-to-day operations of Security Industries, Inc. (“SII”), an operating division of TAG (the “Assets”). The Assets to be sold, except for Excluded Assets of cash, accounts receivable and certain personal property are: All inventory including raw materials, work-in-process, service parts, and supplies (the “Inventory”) used in connection with or relating to SII; equipment (including office equipment, if any), machinery, and parts used in connection with or relating to SII; certain special order inventory provided that the special order inventory is free and clear of all liens and has not been installed or used at SII (i.e., remains in original packaging or other evidence of non-use); and all other tangible personal property used in connection with SII, but specifically excluding any Excluded Assets; all customer contracts, contracts, open purchase orders, sale agreements, instruments and leases for personal property, service agreements related to SII, all information and documents related to such contracts, all other general intangibles of every kind and nature (including goodwill and the going concern value of SII), telephone and facsimile numbers (to the extent assignable), trademarks, slogans, trade names, trade dress, copyrights in writings, designs, software, logos, mask works or other works, knowhow and trade secrets, patents, copyrights, applications or registrations in any jurisdiction for the foregoing, and e-mail addresses and web sites (to the extent assignable) related to SII; Sellers’ rights in any claim against third parties related solely to SII, including, but not limited to, the rights in the matter styled as The American Group of Constructors, Inc. d/b/a SII v. Security Door Inc., Michael T. Hill, and Bryce A. Pickering, case number 64D02-1504-PL-3543 pending in the Porter County Superior Court (sitting in Valparaiso, Indiana); SII’s customer records, marketing records, customer lists, mailing lists, warranty records, sales literature and other sales aids, promotional materials, catalogs, employee records, accounting records, graphic materials, pricing and information materials, designs and marks and other documents and records for SII. The following assets (the “Excluded Assets”) shall be retained by Sellers and shall not be sold to Buyer pursuant to the APA: Sellers’ assets that are not specifically related to SII as agreed to by Sellers and Buyer; accounts receivable due Sellers; all of TAG’s or Sellers’ cash; and that certain office trailer model Mobile Mini 12’x60’ with S/N HM60PGZ0024 located at NIPSCO’s premises as of the Effective Date.
TERMS & CONDITIONS: The Assets will be sold as a single lot, or at Sellers’ discretion, in separate lots. The 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. Sellers reserve the right, on or prior to the Date of Sale, to modify, waive or amend any terms or conditions of the Joint Sale or impose any other terms or conditions on the Joint Sale, and, if Sellers deem appropriate, to reject any bids or continue the Joint Sale (whether for all of the Assets or separate lots) without prior notice. Lender reserves the right to credit bid for any or all of the Assets at the Joint Sale.
An Asset Purchase Agreement (“APA”) in the amount of Seven Hundred Seventy-Eight Thousand Dollars ($778,000), plus interim advances, was received from an unrelated third party going-concern purchaser and accepted by the Sellers on May 23, 2016. The APA is subject to the Sellers’ right to receive a higher and better bid from a qualified purchaser at the Joint Sale. To be a qualified purchaser, a party must post a cash deposit in the form of a cashier’s check, certified check or wire transfer in the amount of Seventy-Five Thousand Dollars ($75,000) (the “Deposit”), made payable to and delivered to the Sellers one day prior to the Date of Sale. Any subsequent offer from a qualified purchaser for the Assets, not including cash and accounts receivable, must be for cash, in an amount equal to at least Eight Hundred Fifty-Three Thousand Dollars ($853,000) for the Assets, subject to adjustment and proration at closing. 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 shall be at least Ten Thousand Dollars ($10,000) greater than the then-prevailing bid in the Auction; provided, however, the Sellers reserves the right to change the minimum bid from time to time during the Joint Sale. At the conclusion of the Joint Sale, the Sellers shall declare on the record which bid has been declared the highest and best bid accepted for the Assets and shall recite the terms of the winning bid into the record with the concurrence of the prevailing bidder. The balance of the purchase price for the Assets must be paid to the Sellers in available funds within twenty-four (24) hours. If the successful bidder fails to pay the balance of his or her successful bid for the Assets, then its Deposit will be forfeited and the Assets may, at the Sellers’ option, be sold to the next highest bidder without prejudice to or waiver of the Sellers’ rights and remedies against the defaulting highest bidder. The Sellers reserve the right to adjourn the Joint Sale from time to time without further notice except as announced at the auction. The Sellers 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.
The Assets sold or to be sold are being sold as a single lot or in separate lots “As Is” and “Where Is” and with no express or implied warranties, representation, statements or conditions of any kind including but not limited to warranties of merchantability or fitness for a particular purpose and are to be sold in accordance with the terms and provisions set forth above.
For more information or to arrange for an inspection of the Assets, please contact the Assignee.
Howard B. Samuels • David N. Missner, Esq.
Daniel T. Lee • Jeffrey D. Samuels
Rally Capital Services, LLC
350 N. LaSalle St., Suite 1100
Chicago, IL 60654
Attorney for Secured Creditor
Meltzer Purtill & Stelle LLC
300 S. Wacker Dr., Suite 2300
Chicago, IL 60606
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