Online Bankruptcy Auction - Memphis Made Brewing Company, LLC

IMPORTANT INFORMATION: PLEASE READ BEFORE BIDDING.

GENERAL TERMS OF Memphis Made Brewing Co. – Edge District Taproom Liquidation, Chapter 11 Bankruptcy Case No: 25-23931-MRH

PROPERTY IS OFFERED UNDER THE SPECIFIC TERMS PROVIDED. PLEASE READ AND REVIEW THE TERMS THOROUGHLY BEFORE BIDDING ON ANY PROPERTY. Following your review of these terms, do not bid if you do not agree or accept. By placing a bid, you accept the terms of this auction, which are set by THE UNITED STATES BANKRUPTCY COURT, WESTERN DISTRICT OF TENNESSEE, WESTERN DIVISION, and will be held to them as presented and updated. These terms create a legally binding contract between you and Taylor Auction & Realty, Inc., and the SubChapter V Trustee. Bids cannot be canceled or revoked.

THE EQUIPMENT WILL BE OFFERED BY TWO PROCEDURES WITH EXTEND-ALL BIDDING IN PLACE FOR THE ENTIRE CATALOG.

FIRST CATALOGED LOT - ENTIRETY BID FOR ALL ASSETS. Note: Any bidder bidding on the bulk assets understands that a separate agreement with the property owner regarding lease terms and occupancy is solely between the bidder and the property owner and is not part of the bid.

INDIVIDUAL LOTS FOLLOWING: Individual cataloged lots for bidding purposes.

EXTEND ALL BIDDING:  This auction features EXTEND-ALL BIDDING. Any lot that receives a bid within FIVE minutes of the scheduled closing will extend the entire catalog. All bids will remain open until no bids are placed within the five-minute extension. 

Entirety Bid Defined: An entirety bid is often a superior offer in an auction to purchase multiple, separate lots (e.g. Lots 1-79) as a single, combined package. Whether the assets will sell as an ENTIRETY BID or as INDIVIDUAL LOTS will be determined by the SubChapter V Trustee during the auction or at the end of the auction. This determination is solely at the discretion of the SubChapter V Trustee and is based on betterment factors regarding the bankruptcy case situation. 

In addition, Lot 79 (Distribution Agreements) are agreements may be assumed by the Debtor and assigned to a prospective purchaser or assignee; provided, however, such assumption and assignment is subject to (i) additional approval by the United States Bankruptcy Court for the Western District of Tennessee; and (ii) in certain instances, consent of the counterparty to such agreements.  Further note, copies of the Distribution Agreements may be provided to interested parties upon the execution and delivery of a Confidentiality/Non-Disclosure Agreement. Please contact Benny Taylor for additional information.

Payment requirements - WIRE TRANSFER, CASH, CASHIER’S CHECK, ZELLE, ACH, OR VENMO. All lots sold in this auction are subject to a 10% buyer's premium and 9.75% applicable sales tax. The hammer bid, buyer's premium, and applicable sales tax will determine the final price. MORE DETAILED PAYMENT TERMS FOLLOWING.
 

ALL PROPERTY IS SOLD AS IS WHERE IS WITH NO WARRANTY, EXPRESSED, WRITTEN, OR IMPLIED, AND ALL SALES ARE FINAL: Taylor Auction & Realty, Inc. has made every effort to prepare the catalog for this auction. All information obtained came from the Trustee or third-party sources. Taylor Auction & Realty, Inc. may attempt to describe the merchandise in advertising, on the Internet, and at the auction, but makes no representations. Printed statements or descriptions by staff are provided in good faith and are matters of opinion. Taylor Auction & Realty, Inc. will not be responsible for any errors or omissions in the merchandise description. In no event shall Taylor Auction & Realty, Inc. be held responsible for having made or implied any warranty of merchantability or fitness for a particular purpose. Bidder shall be the sole judge of value. The Bidder agrees that all items are sold as is and that they may not return any purchased item.

BIDDER REGISTRATION:
Bidders are encouraged to register and bid early for verification purposes. Waiting till the last minute to register and become familiar with the system can negatively impact your bidding and could be a factor in banning your bidding privileges. As part of the verification method, bidders must provide their name, address, daytime phone number or cell number, credit card information, and email address at which they can be contacted. This ensures clear communication between Taylor Auction & Realty, Inc. and the bidder throughout the transaction. Bidding rights are provisional; if complete verification is impossible, Taylor Auction & Realty, Inc. reserves the right to reject the registration, and bidding activity will be terminated.
 
BIDDING PROCEDURES:
Our online auctions move quickly! If you are interested in bidding, please submit your bid promptly. The bidding software will notify bidders by email or text if they have been outbid. Bidder Status is noted on the catalog as you bid as well. Due to varying internet connection speeds, placing a maximum bid can be advantageous for bidding purposes. Otherwise, you must continuously monitor the auction as it proceeds. Email or text notifications may occasionally be delayed; therefore, monitoring the catalog on closing day is highly encouraged regarding your position as the highest bidder.
 

The Auctioneer and Auction Company have sole discretion in protecting the bidding process. The auctioneer may reject any bids that do not advance and/or are injurious to the auction, including, but not limited to, minimal suspicious or suspect advances. Taylor Auction & Realty, Inc. reserves the right to update starting bids, lower starting bids, withdraw bids, place and change reserves, or re-catalog items in this auction. The Auctioneer, at the behest of the SubChapter V Trustee, makes decisions beneficial to the Bankruptcy Estate regarding the auction and final bid determination. You, as the bidder, acknowledge that your bid constitutes a legally binding offer to purchase the property being auctioned, and your bid becomes a legally binding offer upon receipt of the invoice. Winning bidders are sent an invoice by email. Bidders are responsible for checking their email for the invoice. Auction company employees and the auction company may bid on behalf of absentee bidders or at the direction of interested and approved bidders who prefer not to create an online account but wish to bid. 

MAX BIDS:
Bidders who want to ensure their bids are acknowledged early should use the maximum bidding feature. Maximum bids are on a first-come, first-served basis. Maximum bids are accepted in the order they are placed. When you bid your maximum, the current bid price does not automatically update to that amount. Someone else has to bid to increase the current price, and the computer will automatically bid up to your maximum in the specified increments. 
 

BROWSER INFORMATION: Google Chrome and Mozilla Firefox are the preferred Internet browsers for our bidding platforms. As Microsoft is phasing out support for Internet Explorer 8, 9, and 10, bidders may encounter issues with Internet Explorer when using our website.

Reserve Statement: A reserve-not-met statement is placed on lots with a reserve. When the reserve is met, the statement will disappear.

TECHNICAL SOFTWARE ISSUES: NEITHER THE COMPANY PROVIDING THE SOFTWARE NOR THE AUCTION COMPANY SHALL BE HELD RESPONSIBLE FOR A MISSED BID OR THE FAILURE OF THE SOFTWARE TO FUNCTION PROPERLY FOR ANY REASON. Taylor Auction & Realty, Inc. provides online bidding to the Bidder. The bidder acknowledges and understands that this service may or may not function correctly on the auction day. Under no circumstances shall Bidder have any claim against Taylor Auction & Realty, Inc. or anyone else if the internet service fails to work correctly. Taylor Auction & Realty, Inc. will not be responsible for missed bids from any source.
 

Time Increase or Decrease: In the event of technical difficulties related to the server, software, or any other online auction-related technologies, Taylor Auction & Realty, Inc., reserves the right to extend bidding, continue the bidding, close the bidding, or increase or decrease the extended date or time of the auction.

INVOICES: After final determination, bidders are invoiced by email at the end of the entire catalog. Bidders are responsible for checking their email.

PAYMENT and REMOVAL TERMS:

The auctioneer will be on site to collect payment. Payment methods accepted are: Wire Transfer, Cashier’s check, Zelle, ACH, or Venmo. Wire transfer, cash, and certified check are preferred. All accounts must be settled within the timeline noted for payment and removal dates. It is the auctioneer’s discretion which payment method is accepted, based on the invoice amount and the bidder's status. All lots sold in this auction are subject to a 10% buyer's premium. Applicable SALES TAX is CHARGED to the hammer bid plus the buyer’s premium. The hammer bid, buyer's premium, and applicable sales tax will determine the final price. APPLICABLE SALES TAX FOR THIS AUCTION IS 9.75%. Resale Tax Certificates in hard form should be emailed to [email protected]. The resale certificates are verified by auction staff before abatement occurs. Sales Tax on titled vehicles is paid at the Purchaser’s county tax office. Trailers are not considered vehicles. Any Vehicles or trailers that state "Bill of Sale only" will be taxed. Any buyer who pays over $10,000.00 in cash will be required to verify their personal information to complete IRS Form 8300.

Photo Identification: The registered buyer must present a photo during the payment process if they are unknown to our staff. If the auctioneer agrees to accept a credit card from the buyer, it must be in the buyer's name or to the business noted at registration. Credit card payments must match exactly – show an exact match when processed to be accepted. Electronic bank transfers for the final purchase cost must originate from an account of the registered buyer or the business the buyer represents. The transfer must include the bidder number and the invoice number.

DEFAULT OF BUYERS:

Bidders not paying for items at the end of the auction will be considered in default. Such default by the Successful Bidder will result in the Bidder’s liability to both the Bankruptcy Trustee and the Auction Company. Trustee shall have the right to (a) declare this contractual agreement canceled and recover total damage for its breach, (b) to elect to affirm this contractual agreement and enforce its specific performance, or (c) Trustee can resell the items either publicly or privately with Taylor Auction and Realty, Inc. and in such an event, the Buyer shall be liable for payment of any deficiency realized from the second sale plus all costs, including, but not limited to the holding/transporting/storage costs of the items, the expenses of both sales, legal and incidental damages of both the Trustee and Taylor Auction and Realty, Inc., Inc. In addition, Taylor Auction and Realty, Inc. also reserves the right to recover any damages separately from the Buyer’s breach. To collect funds, the purchaser agrees to pay all reasonable attorney fees and costs incurred by Taylor Auction and Realty, Inc. Taylor Auction and Realty, Inc. reserves the right to refuse bidding privileges to any person(s).
 
 NON-PAYMENT or RETURNED CHECK:

Any bidders flagged as non-payment bidders are banned from our system. If Taylor Auction & Realty, Inc. receives a returned check, the buyer agrees to pay an insufficient check fee of $50.00. The buyer will either agree to pay the entire amount of the returned check, plus $50, by certified funds. If the buyer does not take care of the return check, the buyer must return the merchandise. They are then responsible for paying a commission for selling the merchandise, paying the difference in the amount owed after it is sold, and any other expenses incurred from the resale. If the buyer defrauds Taylor Auction & Realty, Inc. with a defaulted check and still possesses the merchandise, Taylor Auction & Realty, Inc. will seek proper legal means to prosecute to the fullest extent for punitive and compensatory damages.
 

REMOVAL POLICY:
 Upon receipt of the invoice, the buyer will comply with the auction's removal terms. Removal dates and times are detailed on the auction website, the auction catalog, and the invoice. At removal, the buyer will confirm the lot(s) purchased in the presence of a Taylor Auction & Realty, Inc. employee before removing them from the premises. We will not be held responsible for any issues discovered after the items leave the auction location. The Bidder agrees that all items are sold as is and that no returns or refunds will be granted for any item purchased. Buyer is solely responsible for their removal costs, including loading costs (such as labor), appropriate insurance (e.g., riggers insurance and workers’ compensation), transportation, and any other appropriate removal fees. 

Resale Certificates:

Tennessee recognizes resale certificates issued by Tennessee and other states for tax-exempt purchases for resale to end users. You must present your resale certificate to the auction company before the end of the auction for validation of your exemption. 

CARRIER SERVICES:

Freight services are the responsibility of the purchaser. Taylor Auction & Realty, Inc. will assist the buyer’s carrier with freight services. The buyer must inform the auction firm of freight arrangements.
 
 ITEMS NOT REMOVED:

For any item not removed on the designated day(s), your credit card will be automatically charged for the invoice amount, plus any applicable storage and handling fees. If your credit card is declined and you refuse to honor your bid in any other way, you will be blocked from the system. If you need assistance with the removal dates, please get in touch with us at (662-226-2080), and we will assist if possible. However, this auction has strict removal dates. If the buyer fails to pick up items or make timely payments on merchandise, they will be blocked from all MarkNet auctions. This includes all auction companies in the Marknet Alliance Organization (www.marknet.com). This means you will not be able to bid on any online auctions run by auction companies associated with Marknet Alliance.
 

If any items are paid for but not removed from the auction location within the established removal time, Taylor Auction & Realty, Inc. has no further obligations to the purchaser who did not meet the removal terms. Taylor Auction & Realty, Inc. bears no responsibility for items remaining at the location after specified removal dates. ANY ITEM PURCHASED AND NOT PICKED UP WITHIN 10 DAYS AFTER PAYMENT WILL BE ASSUMED TO BE ABANDONED BY THE PURCHASER. 

SOLE AND EXCLUSIVE VENUE & JURISDICTION OF ALL DISPUTES:

Any claims, including debt collection and all other disputes of any kind, nature, or character whatsoever arising from this auction shall be brought to the appropriate court of Grenada County, Mississippi, and shall be governed by the laws of the State of Mississippi; Trustee, Bidder, and Buyer each individually and collectively by participating in the Auction conducted by Taylor Auction and Realty, Inc. do at this moment irrevocably agree to submit themselves and any claims to the jurisdiction and venue of the courts of Grenada County, Mississippi, and the laws of the State of Mississippi, which shall be the sole venue and jurisdiction for the resolution of any claims between them and Taylor Auction and Realty, Inc. regardless of the nature or location of the property sold or purchased or the physical location of the Auction. The successful purchaser agrees to pay any reasonable attorney fees and costs incurred by the Auction Company, the Trustee, and their servants, agents, or employees in the commencement or defense of any actions and the collection of any obligations hereunder. The purchaser agrees that a fee of 2% per month will be added to any unpaid balance due to the Auction Company, as well as any other costs or losses incurred by the purchaser’s failure to adhere to these terms.
 
HOLD HARMLESS:

Buyer and/or bidder agree that Taylor Auction and Realty, Inc. is a representative of the Trustee and agrees to hold harmless and indemnify Taylor Auction & Realty, Inc. and its Agents, Owners, Directors, Employees, and Representatives from any claims, demands, expenses, and damages which bidder/buyer may claim on account of or in any way growing out of the said auction and to look solely to the Trustee for any remedy demanded.
 
Bidder Acknowledgment:

The bidder acknowledges that no relationship of any nature or type, agent, employee, independent contractor, or otherwise is created between the bidder and the auctioneer, affiliated auction companies, affiliated software companies, and/or any servant, agent, or employee of the same by the bidder’s participation in this auction. The bidder acknowledges and agrees that the Auctioneer is acting solely as the Trustee's agent in this auction.
 
Bidder Responsibilities:

Bidder responsibilities include, but are not limited to, the following: Bidders agree to keep their username and password confidential and are responsible for any activities involving their account. You must obey local, state, and federal laws when using the website. Violations will result in the termination of website use privileges. Auction company employees and the Auction Company may bid on the auction on behalf of absentee bidders or at the direction of interested bidders.
 
Guaranty Agreement for a Business Entity:

By submitting a bid in the name of a business entity or corporation, the individual submitting the bid enters into a guaranty agreement, guaranteeing payment to Taylor Auction & Realty, Inc. for the completion of the transaction.
 

Reasonable Accommodation:

Taylor Auction & Realty, Inc. is an employer and professional service organization that has no intention of discriminating against individuals with disabilities or other legally protected characteristics. We are an affirmative action, equal opportunity employer and service provider. Our decisions are made without regard to race, color, religion, sex, disability, sexual orientation, gender identity, national origin, veteran status, or genetic information. Accommodations are made for hiring employees or assisting clients or customers with our services unless the accommodation would impose an undue hardship. Requests for reasonable accommodations should be directed to Ruthie Taylor @ [email protected].

Online Auctions are shared among the MarkNet Alliance Group and at marknet.com. By placing a bid, you agree to all of the terms and conditions set forth by each auction company and expressly acknowledge and affirm that you have read and are familiar with the terms and conditions of each auction company and each term and condition.

By bidding on any item, the bidder acknowledges acceptance of the auction terms and conditions.
 
Benny Taylor
Taylor Auction & Realty, Inc.

INFORMATION IS SUBJECT TO CHANGE
Announcements in the form of updated terms posted on the website will take precedence over any previously viewed terms at registrations, previous material, or any other oral statements. Please view the terms periodically for any changes.