GENERAL ASSIGNMENT
THIS ASSIGNMENT, made this 3rd day of January, 1997, 5:00 p.m. Pacific
Standard Time, between Country Wide Truck Service, Inc. of 325 North Cota
Street, Corona, CA 91720 hereinafter referred to as ASSIGNOR, to The C.F.
Boham Company, Inc., dba: The Hamer Group of Los Angeles, California,
hereinafter referred to as ASSIGNEE.
WITNESSETH: That whereas the said Assignor is indebted to diverse
persons, and is desirous of providing for the payment of same, so far as is in
his power, by an assignment of all his property for that purpose:
NOW, THEREFORE, the undersigned Country Wide Truck Service, Inc. 325 North
Cota Street, Corona, CA 91720 as Assignor, for a valuable consideration, receipt
of which is hereby acknowledged, does hereby make the following General
Assignment for the benefit of Assignor's creditors to the Hamer Group, as
Assignee, of Los Angeles, California, under the following terms and conditions:
1. Assignor does hereby grant, bargain, sell, assign, and transfer to
Assignee, his successors and assigns, in trust for the ultimate benefit of
Assignor's creditors generally, all of the property and assets of the Assignor
of every kind and nature and whatsoever situated, whether in possession,
reversion, remainder, or expectancy, both real and personal, and any interest or
equity therein not exempt from execution; included therein are all merchandise,
furniture, fixtures, machinery, equipment, raw materials, merchandise in
process, book accounts, books, accounts receivable, cash on hand, all choses in
action (personal or otherwise), insurance policies, and all other property of
every kind and nature owned by the Assignor, and without limiting the generality
of the foregoing, including all of the assets pertaining to that certain
irregular route trucking company business known as Country Wide Truck Service,
Inc. located at 325 North Cota Street City of Corona, County of Riverside,
State of California.
2. This Assignment constitutes a grant deed to all real property owned by
Assignor, whether or not said real property is specifically described herein.
Certain of said real property is more specifically described in Exhibit "A",
attached hereto and made a part hereof by reference, as though set forth
verbatim. (Exhibit "A" attached; Yes No XX).
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3. Assignor agrees to deliver to Assignee all books of account and
records, to execute and deliver all additional necessary documents immediately
upon request by Assignee, and to endorse all indicias of ownership where
required by Assignee, in order to complete the transfer of all assets to
Assignee as intended by this Assignment including, but not limited to, all of
Assignor's real and personal property and/or Assignor's interest therein,
including mortgages, deeds of trust, motor vehicles and patent rights. Assignee
is hereby authorized to execute all endorsements and demands requiring
Assignor's signature, in the name of Assignor. Assignor further authorizes
Assignee to apply for any deposits, refunds (including specifically, among all
others, claims for refund of taxes paid) or claims wherever necessary, in the
name of Assignor. Assignee is authorized to direct all Assignor's United States
mail to be delivered to Assignee, and Assignee is expressly authorized and
directed to open said mail as agent of Assignor; and to do any thing or act
which the Assignee in his sole and arbitrary discretion deems necessary or
advisable to effectuate the purposes of this assignment.
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4. In the event the Assignor is engaged in the sale of alcoholic
beverages, this assignment does not include transfer of any alcoholic beverages,
but the Assignor hereby appoints the Assignee as his agent for the sole purpose
of filing an application for a permit for the sale of the alcoholic beverages in
the said place of business and/or sale of said alcoholic beverages licenses
(said Assignee being vested with absolute discretion in regard thereto, and
assuming no liability by reason thereof), and Assignor hereby assigns to
Assignee all of the proceeds of such sale for the benefit of his creditors
generally in accordance with the terms of this assignment.
5. Assignor and Assignee agree to the following:
(a) This instrument transfers legal title and possession to
Assignee of all of said hereinabove described assets, and, Assignee, in his own
discretion, may determine whether to continue all, or part, of the business
operations, or to liquidate said assets; if Assignee deems it advisable he may
operate the business.
(b) Assignee, at his discretion, may sell and dispose of said
assets upon such terms and conditions as he may see fit, at public or private
sale, provided, however, that Assignee shall use its best efforts to maximize
the proceeds from the sale and disposition of said assets; Assignee shall not be
personally liable in any manner, and Assignee's obligations shall be in a
representative capacity, only, as an Assignee for the general benefit of
Assignor's creditors. Said Assignee shall administer this estate to the best of
his ability but it is expressly understood that he, his agents, servants or
employees shall be liable only for reasonable care and diligence in said
administration, and he shall not be liable for any act or thing done by him, his
agents, servants, or employees in good faith in connection herewith.
(c) From the proceeds of sale, collections, operations or other
sources, Assignee shall pay himself and retain as Assignee all of his charges
and expenses, together with his own reasonable remuneration and fee, which
remuneration and fee in the event that a sale is made to a third party(s) asset
as a whole, shall be six percent (6%) of the first two hundred fifty thousand
dollars ($250,000.00), five percent (5%) of the second two hundred fifty
thousand dollars ($250,000.00) and four percent (4%) of all income thereafter.
In the event that the assets are sold "piece meal" or at auction sale, the
Assignees fee shall be six percent (6%) of the aggregate recovered by the
Assignee from sales, collections, operations or other sources. Assignee may also
pay from said proceeds remuneration to his agents and the reasonable fees of his
attorney, and may pay a reasonable fee to Assignor's attorney. Assignee may also
pay from said proceeds the costs and expenses incurred by any creditor who may
have levied an attachment or other lien or any assets of the Assignor. All of
the aforementioned amounts are to be determined at Assignee's sole but
reasonable discretion and judgment.
(d) Assignee may compromise claims, complete or reject
Assignor's executory contracts, discharge at his option any liens on said assets
and any indebtedness which under law is entitled to priority of payment;
Assignee shall have the power to borrow money, hypothecate and pledge the
assets, and to do all matters and things that said Assignor could have done
prior to this Assignment. Any act or thing done by Assignee hereunder shall bind
the assignment estate and the Assignee only in his capacity as Assignee for the
benefit of creditors. Assignee shall have the right to sue as the successor of
the Assignor, or Assignee is hereby given the right and power to institute and
prosecute legal
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proceedings in the name of the Assignor, the same as if the Assignor had
himself instituted and prosecuted such proceedings or actions; Assignee is
hereby authorized and has the right to defend all actions instituted against
the Assignor, and to appear on behalf of the Assignor in all proceedings
(legal or otherwise) in which Assignor is a party. Assignor does hereby
appoint Assignee as the Assignor's attorney in fact with full power to act
for and in the place of the Assignor in such actions or proceedings or in any
other matters; including the right to verify all pleadings or other documents
on behalf of Assignor.
(e) Assignor agrees (that provided any such claim may, by
operation of law be not assignable), to make any and all claims for refund of
taxes which may be due from the Director of Internal Revenue for tax refunds, or
otherwise, and to forthwith upon receipt of any such refunds pay them over to
Assignee, and hereby empowers Assignee, as attorney in fact of Assignor, to make
all claims for refunds which may be made by an attorney in fact.
(f) After paying all costs and expenses of administration and
all fees and all allowed priority claims, Assignee shall distribute to all
unsecured creditors, pro rata, the remaining net proceeds of this assignment
estate; and said payments to be made until all assets are exhausted, or these
creditors are paid, or settled, in full; thereafter, the surplus of monies and
property, if any, to be transferred and conveyed to Assignor. If any
undistributed dividends to creditors or any reserve or other funds not to exceed
$3,500.00 in the aggregate shall remain unclaimed for a period of one year after
issuance of dividend checks by the Assignee, then the same shall become the
property of Assignee and used to supplement his fees for services rendered for
administering this Assignment.
(g) It is agreed and understood that this transaction is a
common law assignment for the benefit of Assignor's creditors.
(h) The Assignor understands that pursuant to CCP 1802(c) the
Assignor shall provide the Assignee at the time of making of the assignment a
list of creditors, equityholders, and any other parties in interest, which shall
include the names, addresses, cities, states, and ZIP Codes for each person
together with an amount of the person's anticipated claim in the assignment
proceedings. The schedule (Exhibit A) is to be signed under penalty of perjury
by the Assignor's representative.
(i) The Assignor will provide a list of all accounts receivable
along with complete name, address, Zip Codes and full amount owed along with all
pertinent copies of invoices, shipping records and proof of delivery. The
schedule (Exhibit B) is to be signed under penalty of perjury by the Assignor's
representative.
ACCEPTED THIS 3rd day
January , 1997
/s/ Tony Avilez
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The Hamer Group, Assignee By: Tony Avilez,
5:00 p.m. Pacific Standard Time President
Country Wide Truck
Service, Inc.
By:
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Attorney for Assignor
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