On Wednesday, May 10, 2017 Howard B. Samuels, not individually, but solely as Assignee for the Benefit of Creditors (the “Assignee” or the “Seller”) of General Loose Leaf Bindery Co., Inc. (“General Loose Leaf” or the “Company”), intends to sell his right, title and interest in and to certain tangible and intangible assets (the “Assets”). The Assets being sold include but are not limited to certain machinery, equipment, furniture and fixtures; All contracts and contract rights which will be updated at and as of the Closing Date subject to Buyer’s sole discretion; All governmental authorizations and all pending applications thereof, in each case to the extent transferable; All of Company’s financial records which shall include all books and records relating to Company and its business, files and databases, customer lists and sales records, referral sources, research and development reports, supplier lists and purchase records, files and records relating to salesman commissions or other compensation, production reports, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising and promotional materials, studies, reports, correspondence and other similar documents, but shall exclude all cash, accounts receivable, business organizational documents, corporate minute book, corporate seal, stock record books, income tax returns, checkbooks, cancelled checks and any other documentation necessary for the Assignee to conclude and wind up its affairs (collectively, the “Excluded Books and Records”); All computer hardware and software (to the extent assignable) which shall include all computers and hardware, peripherals, accessories, attachments and documentation associated source codes, object codes and documentation associated therewith owned or licensed by Company or Seller; All general intangibles (to the extent assignable) shall include intellectual property, if any, including without limitation, all trademarks subject to outstanding licensing agreements, trade names, patents and patent rights (current and expired), service marks, service names, brand names, royalties, symbols, logos, slogans, designs, copyrights, technical know-how, sales techniques, methods, procedures, and all applications and renewal rights for, and all other rights associated with, all of the foregoing; All claims and rights for, and benefits arising there from, with or against all persons or entities relating to Company’s business or the purchased Assets, all of Seller’s, Company’s and/or the Assignee’s right, title and interest in and to the name “General Loose Leaf Bindery Co. Inc.,” “General Loose Leaf,” “Red Label Cover Company,” “Advance Bindery,” “Binders and More,” or any name used by the Company or any of its predecessors; the rights to use all telephone and fax numbers currently in use by Company or Seller (to the extent assignable), the goodwill associated with its business, and any and all other proprietary information, intangible or intellectual property pertaining to, belonging to or registered in the name of Company or Seller which includes but is not limited to domain names and websites including, but not limited to, www.LooseLeaf.com, www.redlabelcovercompany.com, www.Advancebindery.com, and www.Bindersandmore.com, email addresses (to the extent assignable) including, but not limited to [email protected] and [email protected], phone and facsimile numbers (to the extent assignable); All permits and licenses which shall include all permits, licenses, certifications and approvals (to the extent assignable) including without limitation all environmental permits, food and drug permits, alcohol permits, import licenses, and business licenses, if any. On April 20, 2017, Howard B. Samuels, not individually but solely as Assignee for the Benefit of Creditors of the Debtor, received and accepted an Asset Purchase Agreement (“APA”) for the Assignee’s right, title and interest in and to certain Assets of the Company’s tangible and intangible operating assets and rights of any and every kind, used or usable in the Company’s business, 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 Two Hundred Twenty-Five Thousand Dollars ($225,000). The APA 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.
An Assignee’s Return of Bids Sale (the “Sale”) for the Assets of General Loose Leaf Bindery will take place on Wednesday, May 10, 2017 at 2:00 p.m. at the offices of Rally Capital Services, LLC, 350 N. LaSalle St., Suite 1100, Chicago, IL. The Assets will be offered as a single lot or in separate lots as determined by the Assignee on an “AS IS” and “WHERE IS” basis. To be a qualified purchaser, a party must post a cash deposit (the “Deposit”) in the form of a cashier’s check, certified check or wire transfer in the amount of Fifty Thousand Dollars ($50,000), made payable to and delivered to the Assignee no later than 5:00 PM CDT May 8, 2017 or at the Assignee’s discretion. 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 Auction; provided, however, the Assignee reserves the right to change the minimum bid from time to time during the Sale. At the conclusion of the Asset sale, the Assignee shall declare on the record which bid has been declared the highest and best bid and 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 Assignee 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 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 highest bidder. The Assignee reserves the right to adjourn the Sale from time to time without further notice except as announced at the auction. 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.
The Assets sold or to be sold are being sold as a single lot “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. 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.
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]
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