JOINT NOTICE OF PUBLIC SALE
BY ORDER OF THE SECURED PARTY AND ASSIGNEE FOR THE BENEFIT OF CREDITORS OF ROCKFORD PRODUCTS, LLC
Notice is hereby given that on February 14, 15 and 16, 2017, commencing each day at 10:00 a.m. (CST) (each such date, the “Date of Sale”), at the warehouse formerly occupied by Rockford Products, LLC (“Rockford Products”), 707 Harrison Avenue, Rockford, IL 61104 (the “Premises”), the secured party First Midwest Bank (“Lender”) and Howard B. Samuels, not individually, but solely in his capacity as Assignee for the Benefit of Creditors (“Assignee,” and together with Lender, “Sellers”) of Rockford Products shall hold a joint public auction in accordance with the Uniform Commercial Code (as adopted under Illinois law) and other applicable law (the “Joint Sale”) for substantially all of the remaining personal property assets of Rockford Products (collectively, the “Sale Assets”), other than the Excluded Assets (as defined below). The Sale Assets include, without limitation, all goods and inventory including raw materials, work-in-process, service parts, and supplies used in connection with or relating to Rockford Products; owned equipment (including office equipment), machinery, and parts used in connection with or relating to Rockford Products; other tangible personal property used with or relating to Rockford Products, but specifically excluding any Excluded Assets. A detailed list of the Sale Assets is available upon request.
The following assets (collectively, the “Excluded Assets”) shall not be considered Sale Assets, (i) accounts receivable, (ii) money, (iii) cash and cash equivalents, (iv) customer contracts, (v) contracts, (vi) open purchase orders, (vii) sale agreements, (viii) instruments and leases for personal property, (ix) service agreements, (x) general intangibles of every kind and nature, (xi) telephone and facsimile numbers, (xii) trademarks, slogans, trade names, trade dress, copyrights in writings, designs, software, logos, knowhow and trade secrets, (xiii) patents, copyrights, applications or registrations in any jurisdiction for the foregoing, (xiv) e-mail addresses and web sites related to Rockford Products, (xv) Rockford Products’ customer records, marketing records, customer lists, mailing lists, warranty records, sales literature and other sales aids, promotional materials and catalogs, (xvi) employee records, (xvii) accounting records, (xviii) graphic materials, (xix) pricing and information materials, designs and marks, and (xx) other documents and records for Rockford Products.
The Sale Assets will be sold at a public sale conducted by auctioneers retained by the Assignee (the “Auctioneers”). Bids may be accepted at or prior to the Joint Sale in the method announced at the Joint Sale. The Sale Assets may be sold in a single lot or in separate lots. The Sale Assets will be sold “AS IS, WHERE IS,” with all faults and without recourse, representation, warranty or guaranty, whether express or implied. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLERS WILL NOT BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. Sellers reserve the right, on or prior to the Date of Sale, to (i) withdraw all or any portion of the Sale Assets from the sale for any reason whatsoever, (ii) offer to sell the Sale Assets in bulk only or in separate parts, (iii) modify, waive or amend any terms or conditions of the Joint Sale or impose any other terms or conditions on the Joint Sale, and (iv) if Sellers deem appropriate, reject any bids or continue the Joint Sale (whether for all of the Sale Assets or separate lots) without prior notice. Sellers may cancel or postpone the sale for any reason whatsoever by announcement at the time and place of the sale and Lender reserves the right to credit bid for any or all of the Sale Assets at the Joint Sale.
As may be announced at the Joint Sale, successful bidders for each lot shall make a reasonable deposit (as may be determined by the Seller or the Auctioneers) with the remaining balance to be paid in available funds within seventy-two (72) hours. If the successful bidder fails to pay the balance of his, her or its successful bid for the Sale Assets, then his, her or its deposit will be forfeited and the Sale Assets may, at Sellers’ option, be sold to the next highest bidder without prejudice or waiver of Sellers’ rights and remedies against the defaulting highest bidder. Sellers reserve the right to adjourn the Joint Sale from time to time without further notice except as announced at the Joint Sale. Sellers further reserve the right to determine the qualifications of any bidder, including the ability to close the transaction on the terms and conditions referenced herein or as may be announced at the Joint Sale. Each successful bidder shall be responsible, at his, her or its sole cost and expense, to remove the applicable Sale Asset(s) from the Premises in a workmanlike manner, consistent with good industry practice by Assignee-approved machinery riggers (each, an “Approved Rigger”). Any Sale Assets requiring disassembling and/or moving from the Premises will be done at the expense of the applicable buyer who shall provide a commercial general liability (combined single limit per occurrence) certificate of insurance naming the Assignee, Auctioneers and Lender as additional insureds in a minimum amount of $1,000,000.00, with a $3,000,000.00 aggregate limit. As applicable, the successful purchaser shall (a) properly disconnect the applicable Sale Asset at the first utility junction with control wire intact or at the nearest capping point, and (b) load the applicable Sale Asset onto purchaser provided transportation. Any floor bolts remaining after removal of the Assets will be cut by the Approved Rigger or the buyer, as the case may be, flush to the floor.
For more information or to arrange an inspection of the Sale Assets, please contact the Assignee.
Howard B. Samuels, Esq.
David Missner, Esq.
Jeffrey D. Samuels
350 N. LaSalle St., Suite 1100
Rally Capital Services, LLC
Chicago, IL 60654
Attorney for Lender
Michael M. Eidelman, Esq.
Stephanie K. Hor-Chen, Esq.
Vedder Price P.C.
222 N. LaSalle St., Suite 2400
Chicago, IL 60601
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