HomeMy WebLinkAbout03-0417SYNNEX, Formerly Known As ARROW ELECTRONICS,
1NC. and GATES ARROW DISTRIBUTING, INC.
Plaintiff
MICROENTERPRISES, INC.
Defendant
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
: No.- Z/I7
: CIVIL DIVISION o LAW
NOTICE
YOU HAVE BEEN SUED IN COURT. IF YOU WISH TO DEFEND AGAINST THE CLAIM SET FORTH IN THE
FOLLOWING PAGES, YOU MUST TAKE ACTION WITHIN TWENTY (20) DAYS AFTER THIS COMPLAINT AND NOTICE ARE
SERVED, BY ENTERING A WRITTEN APPEARANCE PERSONALLY OR BY AN ATTORNEY AND FILING IN WRITING WITH
THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. YOU ARE WARNED THAT
IF YOU FAIL TO DO SO THE CASE MAY PROCEED WITHOUT YOU AND A JUDGMENT MAY BE ENTERED AGAINST YOU
BY THE COURT WITHOUT FURTHER NOTICE FOR ANY MONEY CLAIMED IN THE COMPLAINT OR FOR ANY OTHER
CLAIM OR RELIEF REQUESTED BY THE PLAINTIFF. YOU MAY LOSE MONEY OR PROPERTY OR OTHER RIGHTS
IMPORTANT TO YOU.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE
A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THF~ OFFICE SET FORTH
BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HE1
CUMBERLAND COUNTY BAR ASSOCIATION
TWO LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166 or (800) 990-9108
NOTICA
LE HAN DEMANDADO A USTED EN LA CORTE. SI USTED QUIERE DEFENDERSE DE ESTAS DEMANDAS
EXPUESTAS EN LAS PAGINAS SIGUIENTES, USTED TIENE VEINTE (20) DIAS DE PLAZO AL PARTIR DE LA FECHA DE
LA DEMANDA Y LA NOTIFICACION. USTED DEBE PRESENTAR UNA APARIENCIA ESCRITA O EN PERSONA O POR
ABOGADO Y ARCHIVAR EN LA CORTE EN FORMA ESCRITA SUS DEFENSAS O SUS OBJECIONES A LAS DEMANDAS EN
CONTRA DE SU PERSONA. SEA AVISADO QUE S1 USTED NO SE DEFIENDE, LA CORTE TOMARA MEDIDAS Y PUEDA
ENTRAR UNA ORDEN CONTRA USTED SIN PREVIO AVISO O NOTIFICACION Y POR CUALQUIER QUEJA O ALIVIO QUE
ES PEDIDO EN LA PETICION DE DEMANDA. USTED PUEDE PERDER DINERO O SUS PROPIEDADES O OTROS DERECHOS
IMPORTANTES PARA USTED.
LLEVE ESTA DEMANDA A UN ABOGADO IMMEDIATAMENTE. SI NO TIENE ABOGADO
O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O
LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABA JO
PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAl_,.
CUMBERLAND COUNTY BAR ASSOCIATION
TWO LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166 or (800) 990-9108
SYNNEX, Formerly Known As ARROW
ELECTRONICS, 1NC. and GATES ARROW
DISTRIBUTING, INC.
Plaintiff
MICROENTERPRISES, 1NC.
Defendant
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
.
CIVIL DIVISION - LAW
COMPLAINT
The Plaintiff, SYNNEX, Formerly Known As ARROW ELECTRONICS, INC. and GATES ARROW
DISTRIBUTING, INC., by its attorneys, KNUPP, KODAK & IMBLUM, P.C~., brings this action of Assumpsit
against the Defendant to recover the sum of FORTY-SEVEN THOUSAND, FOUR HUNDRED SIXTY-ONE
DOLLARS AND NINETY-THREE CENTS ($47,561.93), along with interest thereon from November 7, 2001,
upon a cause of action of which the following is a statement:
1. The Plaintiff, SYNNEX, is a corporation organized and existing under the laws of the State of
California, having an office and place of business at 12258 Collections Center Drive, Chicago, Illinois 60693.
2. The Defendant, MICROENTERPRISES, 1NC., is a corporation organized and existing under the laws
of the Commonwealth of Pennsylvania, having its principal office and place of business at 1004 Rana Villa Avenue,
Camp Hill, Cumberland County, Pennsylvania 17011.
F:\USER\BONNIEJO\COMP\WORK\28937com.wpd:24Jan03
3. On the dates, in the amounts, and for the prices set forth in a true and correct copy of the Plaintiff's
Invoices hereto attached, marked as Exhibit "A" and made a part hereof, Plaintiff, at the special instance and oral
request of the Defendant, sold and delivered goods, wares and merchandise of the kind and description set forth on
said Exhibit to the total amount of Sixty-Five Thousand, Five Hundred Five ($65,505.00) Dollars.
4. The prices charged for said goods, wares and merchandise were just and reasonable, were the legal
and market prices therefor and were the prices which the Defendant orally promised and agreed to pay Plaintiff
therefor.
5. Defendant become entitled to certain credits against the charges aforementioned, as more particularly
shown on a true and correct copy of Plaintiff' s Open Items Query, attached hereto, marked as Exhibit"B" and made
a part hereof, to the total amount of Fourteen Thousand, Two Hundred Twenty-Nine Dollars and Fourteen Cents
($14,229.02).
6. Due to Defendant's default in payment of said amount due and owing as aforesaid, interest has been
added to said account in the total amount of Three Thousand, Eight Hundred Thirteen Dollars and Ninety-Three
Cents ($3,813.93), as shown on Exhibit "B" attached hereto and made a part hereof.
7. The balance due and owing by Defendant to Plaintiff is the sum of Forty-Seven Thousand, Four
Hundred Sixty-One Dollars and Ninety-Three Cents ($47,461.93), as appears by the Statement of Account hereto
attached, made a part hereof and marked as Exhibit "B".
F:\USER\BONNIEJO\COMP\WORK\28937com.wpd:07Jan03 3
8. Plaintiff has frequently demanded payment from Defendant of said amount due and owing as
aforesaid, but Defendant has refused and neglected and still refuses and neglects to pay said amount of any part
thereof.
WHEREFORE, Plaintiff brings this suit to recover from Defendant the sum of FORTY-SEVEN
THOUSAND, FOUR HUNDRED SIXTY-ONE DOLLARS AND NINETY-THREE CENTS ($47,461.93), together
with interest thereon from November 6, 2001.
Respectfully submitted,
KNUPP, KOD/~ & IMBLUM, P.C.
Robert D. Kodak
407 North Front Street
Post Office Box #11848
Harrisburg, PA 17108-1848
(717) 238-7151
Attorney ID No. 18041
Attorney for Plaintiff
F:\US ER\BONNIEJO\COMP\WORK~28937com.wpd:07 Jan03 4
SENT BY: HP LAGERJET 3150;
Gates/Arrow
8~42894025;
DEC-30-02 5;40PM;
12258 Culle~.timul Ccntcz' Drlvc
Ch{, ~,q~o, H. 60693
PAGE
'lkxabl,o
SHI~RD VI~
F.O.B
Bi{~ TO;
MICRO ~ENTERpRISv:~t INC
IO14 RANA VILLA AV~
('.~=]~0~ I IILL PA 17011
US'A
F. CD BtJILDINGb~3
ATT: RON/L¥ NI~60 ~.TERLXNG STI~,E'[
CAMP HILL ~PA 170t I
O3"y PART N~vlBF-.R/DESCI~I~TTON SKU # '
iOO' L~-I IK~B 202TSt [1~8 {3~.~ S22/~,~
SENT BY: HP LASERJET 3t50;
Gates/Arrow
PABE 4/4
.~;~T BY: HP LA.%;RJ;T ~i50;
86428~4025; DEC- ~0- 02 5:40PM; PA~E
Balance
47461.93 071773';53~5
" 'r~ Order% ~ ~C~Le ~c:~unt Current 1-30 30+
L ---. -- -' '-- '-- -.--- 26670.O0 - 8O9[
45 406434U Ii 05/22/01 3q0~6'00 9
12430.00 ' 8091 40~0513
4~ 408(]~13 K 05/23/01 26499.00 9
; 9
~ 508.~8 - 0000897
45 ~740 K 0~/07/01 ~0G.8~ 9
9
~ ' ~4a.so - 00B0~6049
45 9[,(349 K og/o~/0& 84B, 50 9
9
993.50 - 0000989~4
45 ~;8974 K ~0/06/0~ 99~. b~ 9
4h -1860 K 11/02~01 Z~700.00 9 ,903
-~962.00 - 39259
45 -2~46 ~ %A/29/0~ -2262,00 9 66
-390.00 - 3926'7
45 -2145 K 11/29/01 -390.0U 9 02
Totals:
~Z['C,R? DOwNlOAD Cu$1.
No~e
92366.9:~$ 0.( 05 0.005 47461.93
92366,935 0.L0$ B.U0$ 4~46].93
VERIFICATION
of SYNN'EX, verit~ that the statements made in the aforcgoing d~cumant are tmc and correct. I understand that
false statements herein are made subject to the penalties of 18 Pa. C. S, §4904, relating to unsworn falsification to
authoriiic..
Date, d;
SYNNEX
28937
F:\US F-A~B ONN I~ O\C 0 MI'~W OP..K',2119'~ 7 c om. wlxi:07hn 0 ]
9'd 3d [~d(IO>t 'g ddl'lN>l i, lct~l~:EO £O, Za
SHERIFF'S RETURN - REGULAR
CASE NO: 2003-00417 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
SYNNEX ET AL
VS
MICROENTERPRISES INC
BRYAN WARD , Sheriff or Deputy Sheriff of
Cumberland County, Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT & NOTICE was served upon
MICROENTERPRISES INC the
DEFENDANT
at 1004 RANA VILLA AVENUE
, at 1046:00 HOURS, on the 3rd day of February , 2003
CAMP HILL, PA 17011
TED SHEDLOSKY, PRESIDENT
a true and attested copy of COMPLAINT & NOTICE
by handing to
ADULT IN CHARGE
together with
and at the same time directing His attention to the contents thereof.
Sheriff's Costs:
Docketing 18.00
Service 8.97
Affidavit .00
Surcharge 10.00
.00
36.97
Sworn and Subscribed to before
me this '? ~ day of
/ ~rothonot~y
So Answers:
R. Thomas Kline
02/04/2003
KNUPP KODAK IMBLUM
y Sheriff
FAFILE S'~DATAFILE~GeneralkDoeuments\6946.54.po 1
Created: 02/25/98 12:52:59 PM
Revised: 03/07/03 09:43:05 AM
SYNNEX, formerly known as
ARROW ELECTRONICS, INC. and
GATES ARROW DISTRIBUTING, INC.
Plaintiff
MICROENTERPRISES, INC.
Defendant
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
NO. 03-417 CIVIL TERM
TO:
SYNNEX and its counsel, KNUPP, KODAK & IMBLUM, P.C.
YOU ARE HEREBY NOTIFIED TO PLEAD TO THE WITHIN PRELIMINARY
OBJECTIONS WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF, OR A
JUDGMENT MAY BE ENTERED AGAINST YOU.
PRELIMINARY OBJECTIONS
AND NOW, comes Microenterprises, Inc., by and through its attorneys, Martson Deardorff'
Williams & Otto, and hereby preliminarily objects as follows:
1. On January 28, 2003, Plaintiff' filed a complaint seeking to collect an alleged debt
evidenced by various invoices attached to Plaintiff's complaint as Exhibit "A."
2. The invoices attached to Plaintiff's complaint indicate that the creditor is an entity
called "Gates/Arrow."
3. The Plaintiff.in this action is Synnex.
4. Synnex and Gates/Arrow are not registered to do business in the Commonwealth of
Pennsylvania and/or are not registered as fictitious names in the Commonwealth of Pennsylvania.
OBJECTION 1
LEGAL INSUFFICIENCY UNDER PA.R.C.P. 1028(a)(4) (DEMURRER)
5. Paragraphs 1 through 4 are incorporated herein as if fully set forth.
6. Assuming all the facts set forth and/or admitted in Plaintiff's complaint are true, no
theory of law will permit Plaintiffto recover when the parties to these documents are the Defendant
and Gates/Arrow, and not Synnex.
7. Plaintiff has failed to allege any facts connecting Synnex to the debt alleged in the
complaint; therefore, Synnex has failed to state a viable cause of action against Defendant.
WHEREFORE, this Court is asked to sustain Defendant's preliminary objections on the
ground of legal insufficiency and dismiss the complaint with prejudice.
OBJECTION H
LACK OF CAPACITY TO SUE UNDER PA.R.C.P. 1025(a)(5)
8. Paragraphs 1 through 7 are incorporated herein as if fully set forth.
9. Because the Plaintiff, Synnex, is not registered in any capacity to do business in the
Commonwealth of Pennsylvania and/or because the invoices involve an unregistered fictitious name,
"Gates/Arrow," Plaintiff.cannot sustain an action enforcing the terms of the "contract" without first
complying with Pennsylvania law.
2
10. Plaintiff lacks capacity to sue as "Gates/Arrow" until fictitious name registration is
complete and evidence of registration and payment of the requisite civil penalty has been attached
to a complaint.
WHEREFORE, this Court is asked to sustain Defendant's preliminary objections and dismiss
the complaint pending evidence of registration and payment of the civil penalty.
Date: March 7, 2003
MAR~~~RFF WILLIAMS & OTTO
4,
Carl C. Risch, Esquire
PA Attorney I.D. No. 75901
Ten East High Street
Carlisle, PA 17013
(717) 243-3341
Attorneys for Defendant
VERIFICATION
Tod Shedlosky, who is President of Defendant and acknowledges that he has the authority
to execute this Verification on behalf of the Defendant certifies that the foregoing is based upon
information which has been gathered by my counsel in the preparation of the lawsuit. The language
of this document is of counsel and not my own. I have read the document and to the extend that the
document is based upon information which I have given to my counsel, it is true and correct to the
best of my knowledge, information, and belief. To the extent that the content of the document is that
of counsel, I have relied upon counsel in making this Verification.
This statement and Verification is made subject to the penalties of 18 Pa.C.S. § 4904 relating
to unsworn falsification to authorities, which provides that If I make knowingly false averments, I
may be subject to criminal penalties.
Date:
SYNNEX, formerly known as
ARROW ELECTRONICS, INC. and
GATES ARROW DISTRIBUTING, INC.
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
MICROENTERPRISES, INC.
Defendant
NO. 03-417 CIVIL TERM
I, Carl C. Risch,
follows:
CERTIFICATE OF SERVICE
certify that a copy of the foregoing was served by First Class Mail as
Robert D. Kodak, Esquire
407 North Front Street
P.O. Box 11848
Harrisburg, PA 17108-1848
Date: March 7, 2003
SYNNEX, Formerly Known As ARROW
ELECTRONICS, INC. and GATES ARROW
DISTRIBUTING, INC.
Plaintiff
MICROENTERPRISES, INC.
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 2003-00417 CIVIL
CIVIL DIVISION - LAW
NOTICE
YOU HAVE BEEN SUED IN COURT. IF YOU WISH TO DEFEND AGAINST THE CLAIM SET
FORTH IN THE FOLLOWING PAGES, YOU MUST TAKE ACTION WITHIN TWENTY (20) DAYS AFTER
THIS COMPLAINT AND NOTICE ARE SERVED, BY ENTERING A WRITTEN APPEARANCE
PERSONALLY OR BY AN ATTORNEY AND FILING 1N WRITING WITH THE COURT YOUR DEFENSES
OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. YOU ARE WARNED THAT IF YOU FAIL
TO DO SO THE CASE MAY PROCEED WITHOUT YOU AND A JUDGMENT MAY BE ENTERED
AGAINST YOU BY THE COURT WITHOUT FURTHER NOTICE FOR ANY MONEY CLAIMED IN THE
COMPLAINT OR FOR ANY OTHER CLAIM OR RELIEF REQUESTED BY THE PLAINTIFF. YOU MAY
LOSE MONEY OR PROPERTY OR OTHER RIGHTS IMPORTANT TO YOU.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE
A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH
BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
CUMBERLAND COUNTY BAR ASSOCIATION
TWO LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166 or (800) 990-9108
SYNNEX, Formerly Known As ARROW
ELECTRONICS, INC. and GATES ARROW
DISTRIBUTING, INC.
Plaintiff
MICROENTERPRISES, INC.
Defendant
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
NO. 2003-00417 CIVIL
CIVIL DIVISION -LAW
AMENDED COMPLAINT
The Plaintiff, SYNNEX, Formerly Known As ARROW ELECTRONICS, INC. and GATES ARROW
DISTRIBUTING, INC., by its attorneys, KNUPP, KODAK & IMBLUM, P.C., brings this action of Assumpsit
against the Defendant to recover the sum of FORTY-SEVEN THOUSAND, FOUR HUNDRED SIXTY-ONE
DOLLARS AND NINETY-THREE CENTS ($47,561.93), along with interest thereon from November 7, 2001,
upon a cause of action of which the following is a statement:
1. The Plaintiff, SYNNEX, is a corporation organized and existing under the laws of the State of
California, having an office and place of business at 39 Pelham Ridge Drive, Greenville, South Carolina 29615.
2. The Defendant, MICROENTERPRISES, INC., is a corporation organized and existing under the laws
of the Commonwealth of Pennsylvania, having its principal office and place of business at 1004 Rana Villa Avenue,
Camp Hill, Cumberland County, Pennsylvania 17011.
3. Plaintiff, Synnex, is the assignee by way of purchase of Arrow Technologies, Inc. as per Exhibit "A"
attached hereto and made a part hereof. Gates Arrow Distributing was a division of Arrow Technologies, Inc.
4. Plaintiff, Synnex, has no offices, warehouses, facilities or employees in the Commonwealth of
Pennsylvania, therefore, does not do business in Pennsylvania and, hence, does not have to register to do business
in the Commonwealth.
5. On the dates, in the amounts, and for the prices set forth in a true and correct copy of the Plaintiff's
Invoices hereto attached, marked as Exhibit "B" and made a part hereot} Plaintiff, at the special instance and oral
request of the Defendant, sold and delivered goods, wares and merchandise of the kind and description set forth on
said Exhibit to the total amount of Sixty-Five Thousand, Five Hundred Five ($65,505.00) Dollars.
6. The prices charged for said goods, wares and merchandise were just and reasonable, were the legal
and market prices therefor and were the prices which the Defendant orally promised and agreed to pay Plaintiff
therefor.
7. Defendant become entitled to certain credits against the charges aforementioned, as more particularly
shown on a true and correct copy of Plaintiff's Open Items Query, attached hereto, marked as Exhibit "C" and made
a part hereof, to the total amount of Fourteen Thousand, Two Hundred Twenty-Nine Dollars and Fourteen Cents
($14,229.02).
8. Due to Defendant's default in payment of said amount due and owing as aforesaid, interest has been
added to said account in the total amount of Three Thousand, Eight Hundred Thirteen Dollars and Ninety-Three
Cents ($3,813.93), as shown on Exhibit "C" attached hereto and made a part hereof.
9. The balance due and owing by Defendant to Plaintiff is the sum of Forty-Seven Thousand, Four
Hundred Sixty-One Dollars and Ninety-Three Cents ($47,461.93), as appears by the Statement of Account hereto
attached, made a part hereof and marked as Exhibit "C".
10. Plaintiff has frequently demanded payment from Defendant of said amount due and owing as
aforesaid, but Defendant has refused and neglected and still refuses anti neglects to pay said amount of any part
thereof.
WHEREFORE, Plaintiff brings this suit to recover from Defendant the sum of FORTY-SEVEN
THOUSAND, FOUR HUNDRED SIXTY-ONE DOLLARS AND NINETY-THREE CENTS ($47,461.93), together
with interest thereon from November 6, 2001.
Respectfully submitted,
KNUPP, KODAK & IMBLUM, P.C.
Robert D. Kodak
407 North Front Street
Post Office Box #11848
Harrisburg, PA 17108-1848
(717) 238~7151
Attorney ID No. 18041
Attorney for Plaintiff
GENERAL ASSIGNMENT AND BILL OF SALE
THIS GENERAL ASSIGNMENT AND BILL OF SALE is entered imo
this 31st day of May, 2002 by and between SYNNEX INFORMATION
TECHNOLOGIES, INC., a California corporation ("Purchaser"), and ARROW
ELECTRONICS, INC., a New York corporation ("Seller").
WHEREAS, Purchaser and Seller have entered into an Asset Purchase
Agreement, dated as of May 5, 2002 (the "Asset Purchase Agreement"; capitalized terms
not defined herein shall have the meanings ascribed to them in the Asset Purchase
Agreement), pursuant to which Seller has agreed to sell, tran.sfer, convey, assign and
deliver to Purchaser and Purchaser has agreed to purchase fi-om Seller certain of the
assets used by Seller in connection with the Business, and Purchaser has agreed, in partial
consideration therefor, and in connection therewith, to assume certain of the liabilities of
Seller relating to the Business by executing an Assumption Agreement of even date
herewith;
WHEREAS, Seller desires to transfer and assign to Purchaser the assets
described below pursuant to Section 1.04 of the Asset Purchase Agreement and Purchaser
desires to accept the sale, transfer, conveyance, assignment and delivery thereof;
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, Seller hereby irrevocably sells, transfers, conveys,
assigns and delivers to Purchaser. and interest in, to and under the
following Assets and Properties of Seller used in connection with the Business, other
than the Excluded Assets, as the same shall exist on the date hereof: (i) the Inventory, (ii)
the Accounts Receivable, (iii) the Tangible Personal Property, (iv) the Personal Property
Leases, (v) the Business Contracts, (vi) the Business Books and Records (collectively, the
"Assets"), TO HAVE AND TO HOLD the same unto Purchaser, its successors and
assigns, forever.
Purchaser hereby accepts the sale, transfer, conveyance, assignment and
delivery of the Assets.
At any time or from time to time after the dare hereof, at Purchaser's
request and without further consideration, Seller shall execute and deliver to Purchaser
such other instruments of sale, transfer, conveyance, assignment and confirmation,
provide such materials and information and take such other actions as Purchaser may
reasonably deem necessary or desirable in order more effectively to transfer, convey and
assign to Purchaser, and to confirm Purchaser's title to, all of the Assets, and, to the full
extent permitted by Law, to put Purchaser in actual possession and operating control of
the Assets and to assist Purchaser in exercising all fights with respect thereto.
Seller hereby constitutes and appoints Purchaser the true and lawful
attorney of Seller, with full power of substitution, in the name of Seller or Purchaser, but
on behalf of and for the benefit of Purchaser: (i) to demand and receive from time to time
any and all of the Assets and to make endorsements and give receipts and releases for and
in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and
settle any and all Actions or Proceedings that Purchaser may deem proper in order to
collect, assert or enforce any claim, right or title of any kind in or to the Assets; (iii) to
NY I :#3320958 2
defend or compromise any or ali Actions or Proceedings in respect of any of the Assets;
and (iv) to do ali such acts and things in relation to the matters set forth in the preceding
clauses (i) through (iii) as Purchaser shall deem desirable. Seller hereby acknowledges
that the appointment hereby made and the powers hereby granted are coupled with an
interest and are not and shall not be revocable by it in any manner or for any reason.
Purchaser shall indemnify and hold harmless Seller and its officers, directors, employees,
agents and Affiliates from any and all Losses caused by or ar/sing out of any breach o£
Law by Purchaser in its exercise of the aforesaid powers.
This General Assignment and Bill of Sale may be executed in any number
of counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument.
This General Assignment and Bill of Sale shall be governed by and
construed in accordance with the laws of the State of New York applicable to a contract
executed and performed in such State without giving effect to the conflicts of laws
principles thereof, except that if it is necessary in any other jurisdiction to have the law of
such other jurisdiction govern this General Assignment and Bill of Sale in order for this
General Assignment and Bill of Sate to be effective in any respect, then the laws of such
other jurisdiction shall govern this General Assignment and Bill of Sale to such extent.
NYI :#3320958 3
IN WITNESS WHEREOF, the undersigned have caused their duly
authorized officers to execute this General Assignment and Bill of Sale on the day and
year first above written.
SY'NNEX INFORMATION
TECHNOLOGIES INC.
By:
Name: Simon Leung
Title: General Counsel
ARROW ELECTRONICS, INC.
Name: Peter S. Brown
Title: Senior V.P. and General Counsel
Dated: May 31, 2002
NY I :#3320955
IN WITNESS W'H_EREOF, the undersigned have caused their duly
authorized officers to execute this General Assignment and Bill of Sale on the day and
year first above written.
SYNNEX INFORMATION
TECHNOLOGIES iNC.
By:
Name: S~on Leung
Title: General Counsel
ARROW ELECTRONICS, INC.
Dated: May 31, 2002
By:
Name: Peter S. Brown
Title: Senior V.P. and General Counsel
Gates/Arrow
Remit'to:
Arrow
12258 Coll~tln~ C~
C~o,
MI~KO EIq'~RPR IS~.~ JNC
le~{,4 IT~NA VILLA AV~:.
C!ja M? I III.L PA 17011
-'-~¥ pART i~,%TM~ETUD~..;IU P'T' f ON SKU ~
lOO' L~-I IK~l
48 I~- { IK0~ 2~576
t
Gates/Arrow
47461.93
47461.9,% $ ....
45 -2~45 K 1]/29/01
-390.00
9
1463,0~ - O0009~al&j
g ,903
-2~62.00 - 39259
Totals;
92366.935 0.(05 0.005 47461.93
~2366.935 0.L0$ C).005 4746].9~
SENT BY: HP LASERJET 3150;
8642894025;!;
JUN-~I-03 ~0:2DA~; PAGE 7/7
I~''' I=''''~''°°~! F "~ I
I, ST~VI~ SHUMATE, S~nio~ Advan~ct R~very .~nal~ of SYNNEX, v~if/t~st t~ s~t* m~u~e
in thc ~'o~go~ Ame~-~ Compla~t are true and cor~,~L I ,,,,,~.stand tl~t false mu:~m ~mln am made
s~ ~j~ct to t~e penalties of 1S Pa. C. S. §4'~04, rdstin~ to ~ falsLflcn~ion to authorilies.
28917
SYNNEX, Formerly Known As ARROW
ELECTRONICS, INC. and GATES ARROW
DISTRIBUTING, INC.
Plaintiff
MICROENTERPRISES, INC.
Defendant
· In the Court of COMMON PLEAS of
· CUMBERLAND County, Pennsylvama
NO. 2003-00417 CIVIL
· CIVIL DIVISION -LAW
PRAECIPE
TO THE PROTHONOTARY:
Please mark the above-captioned matter as settled and discontinued with prejudice.
TO Cumberland County
Prothonotary
Dated:~2003
Robert D. Kodak
Attorney I.D. No. 18041
Attorney for Plaintiff