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HomeMy WebLinkAbout13-7215 d `! RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs, NO. 2013 —IZ'57 CIVIL TERM V . . CONFESSION OF JUDGMENT WILLIAMS, LLC, and WILLIAMS, LLC t /d/b /a TANGER'S APPLIANCES : Defendants. : CONFESSION OF JUDGMENT Pursuant to the authority in the confession of judgment and warrant of attorney, a true and correct copy of the original of which is attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiffs and against the Defendants as follows: a. Principal as of September 13, 2013 $ 29,940.31 b. Interest to November 30, 2013 $ 255.93 c. Unpaid Sold, Destroyed, and Lost Inventory $ 4,921.00 d. Dishonored Payment Amount $ 2,601.10 e. Dishonored Check Fee $ 25.00 f. Late Charges $ 359.41 g. 2012 Real Estate Taxes & Insurance Premiums $ 6,709.00 h. 2013 Real Estate Taxes & Insurance Premiums $ 5,765.13 TOTAL: $ 50,576.88 Plus interest on the principal owed at the rate of 4.000% per annum, costs of suit, and reasonable attorney's fees of ten percent (10 %) of such amounts due, together with any other expenses, fees, and costs to which the Plaintiff may be entitled through the date of payment, including on and after the date of entry of judgment on the Complaint Iv a �a CO IRWIN & McKNIGHT, P.C. ° rn ; e.x, C - - ) L i ca 7 Doug as Miller, Esquire ( n Supreme ourt I.D. No. 83776 60 West Pomfret Street < c - Carlisle, Pennsylvania 17013 -3222 (717) 249 -2353 Date: December 5, 2013 Attorney for Plaintiffs �.po c✓� 0 � C�` r RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs, NO. 2013 — 7 � IS CIVIL TERM V . CONFESSION OF JUDGMEN WILLIAMS, LLC, and WILLIAMS, M W n LLC t /d/b /a TANGER'S APPLIANCES : �� c -,. Defendants. : C) , COMPLAINT FOR CONFESSION OF JUDGMENT > UNDER RULE 2951 --,- AND NOW this 5 day of December, 2013, comes the Plaintiffs, RONALD L. TANGER and MARIE M. TANGER, by and through their attorneys, Irwin & McKnight, P.C., and files this Complaint pursuant to Pa.R.Civ.P. No. 2951(a) for judgment by confession against Defendants, WILLIAMS, LLC, and WILLIAMS, LLC t/d/b /a TANGER' S APPLIANCES, and in support thereof aver as follows: 1. Plaintiffs, Ronald L. Tanger and Marie M. Tanger, are married individuals, principally residing at 102 East Springville Road, Boiling Springs, Cumberland County, Pennsylvania 17007. 2. Plaintiff's were the prior owners of a retail appliance business known as Tanger's Appliances. 3. Defendant Williams, LLC is a Pennsylvania limited liability company with a registered address of 19 Meade Drive, Carlisle, Cumberland County, Pennsylvania 17013. 4. On or about October 21, 2011, Plaintiffs entered into an Asset Purchase Agreement with Defendant, by and through its member, Randy M. Williams, in order to sell the retail appliance business and fictitious name of Tanger's Appliances to Defendant Williams, r y LLC for the total sales price of $138,000.00. A true and correct copy of the signed Asset Purchase Agreement is attached hereto and incorporated herein as Exhibit "A." 5. As security for the installment payments provided for in paragraph four (4) of the Asset Purchase Agreement attached hereto as Exhibit "A," Defendant and its member, Randy M. Williams, signed a Note in the amount of $49,000.00 in favor of Plaintiffs. A true and correct copy of the original Note also dated October 21, 2011, is attached hereto and incorporated herein as Exhibit `B." 6. The Note attached hereto as Exhibit `B" was signed both by Randy M. Williams, individually and as a member of Defendant Williams, LLC. 7. Under the Note, Defendants were obligated to pay all amounts due to Plaintiffs in the original principal amount of Forty -Nine Thousand Dollars ($49,000.00). 8. Paragraph ten (10) of the Note attached as Exhibit `B" and duly executed on behalf of Defendant Williams, LLC, authorizes confession of judgment. 9. The Note attached hereto as Exhibit `B" has not been assigned. 10. On October 21, 2011, a Disclosure Statement was also duly executed on behalf of Defendant Williams, LLC. A true and correct copy of the executed Disclosure Statement is attached hereto and incorporated herein as Exhibit "C." 11. As part of the purchase of the Plaintiffs' retail appliance business and fictitious name of Tanger's Appliances, Defendant also executed a Commercial Lease Agreement dated October 21, 2011. A true and correct copy of the Commercial Lease Agreement executed on behalf of Defendant is attached hereto and incorporated herein as Exhibit "D." 12. Under the terms of the Commercial Lease Agreement, among other terms, Defendants were obligated to pay all amounts due to Plaintiffs including monthly rental amounts commencing on November 1, 2013, in the amount of Two Thousand Six Hundred One Dollars ($2,601.00), all real estate taxes, and maintain and pay for insurance coverage. 13. Paragraph twenty -four (24) of the Commercial Lease Agreement attached hereto as Exhibit "D" and duly executed on behalf of Defendant Williams, LLC, also authorizes confession of judgment. 14. Pursuant to the Asset Purchase Agreement, ownership and registration of the fictitious name of Tanger's Appliances was transferred to Defendant Williams, LLC. 15. Judgment against the Defendants has not been entered in any jurisdiction on the attached instruments authorizing confession. 16. Default was made by the Defendants in the payment of the installments pursuant to the Note because payments have not been made to Plaintiffs for October 2013, November 2013, and December 2013. 17. Default was made by the Defendants because payments have not been made to Plaintiffs for various items of inventory sold by or otherwise unaccounted for by Defendants. 18. Default was made by the Defendants because payment for rent for November 2013 under the Commercial Lease Agreement was proffered but returned unpaid because of insufficient funds. 19. Default was made by the Defendants under the Commercial Lease Agreement because Plaintiffs paid for and despite demand have not been reimbursed by Defendants for real estate taxes for 2012 and 2013. 20. Default was made by the Defendants under the Commercial Lease Agreement because Defendants did not maintain the required insurance policies and did not reimburse Plaintiffs for the costs of maintaining those insurance policies. 21. Plaintiffs have demanded payment and the Defendants are in default of their obligations to the Plaintiffs for failure to make the payments and provide sufficient funds to cover the payments proffered in accordance with the documents referenced above and attached hereto. f 22. By reason of the aforesaid defaults and violations, Plaintiffs are entitled to entry of a money judgment against each Defendant and the Defendants are liable to the Plaintiffs as follows: a. Principal as of September 13, 2013 $ 29,940.31 b. Interest to November 30, 2013 $ 255.93 c. Unpaid Sold, Destroyed, and Lost Inventory $ 4,921.00 d. Dishonored Payment Amount $ 2,601.10 e. Dishonored Check Fee $ 25.00 f. Late Charges $ 359.41 g. 2012 Real Estate Taxes & Insurance Premiums $ 6,709.00 h. 2013 Real Estate Taxes & Insurance Premiums $ 5,765.13 TOTAL: $ 50,576.88 Plus interest on the principal owed at the rate of 4.000% per annum, costs of suit, and reasonable attorney's fees of ten percent (10 %) of such amounts due, together with any other expenses, fees, and costs to which the Plaintiff may be entitled through the date of payment, including on and after the date of entry of judgment on the Complaint. 23. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 24. The transaction upon which the judgment is being entered is a business transaction. 25. The warrants of attorney appearing in the documents referenced above are less than twenty (20) years old and have not previously been exercised with regard to the amounts at issue here. WHEREFORE, Plaintiffs, Ronald L. Tanger and Marie M. Tanger, respectfully demand judgment against the Defendants, Williams, LLC, and Williams, LLC t/d/b /a Tanger's Appliances, in the amount of Fifty Thousand Five Hundred Seventy -Six and 88/100 Dollars ($50,576.88), plus interest at the rate of 4.000% per annum on the principal owed, costs of suit, i 1 and reasonable attorney's fees of ten percent (10 %) together with any other expenses, fees, and costs to which the Plaintiff may be entitled through the date of payment, including on and after the date of entry of judgment on the Complaint and such other and further relief to which Plaintiffs may be entitled. Respectfully Submitted, IRWIN & McKNIGHT, P.C. By: Douglas )q. Miller, Esquire Supreme 'Court ID No. 83776 West Pomfret Professional Building 60 West Pomfret Street Carlisle, Pennsylvania 17013 (717) 249 -2353 Dated: December 5, 2013 Attorney for Plaintiffs EXHIBIT "A" ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT made as of the � day of October, 2011, ( "Execution Date ") by and between RONALD L. TANGER and MARIE M. TANGER, individually and t/d/b /a "TANGER'S APPLIANCES ", having a principle place of business at 1743 West Trindle Road, Carlisle, Pennsylvania 17015 (hereinafter referred to as "SELLER") and RANDY M. WILLIAMS as Member of WILLIAMS, LLC, whose registered address is 19 Meade Drive, Carlisle, Pennsylvania 17013 (hereinafter referred to as "BUYER"). WHEREAS, SELLER operates a retail appliance store business (the "Assets "); and WHEREAS, SELLER owns certain assets as part of the business such as vehicles, inventory, fixtures, furniture, software, customer files, computer equipment, the trade name "TANGER'S APPLIANCES" and other assets, all as more specifically described on Exhibit "A" attached hereto and incorporated herein by reference; and WHEREAS, SELLER desires to sell to BUYER and BUYER desires to purchase from SELLER all of SELLER'S right, title and interest in the Assets, all in accordance with the further terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto, intending to be legally bound hereby, agree as follows: 1. SALE OF ASSETS SELLER shall sell to BUYER and BUYER shall purchase free and clear of all liens, security interests, encumbrances and liabilities, the Assets from SELLER. 2. PURCHASE PRICE In consideration of the sale set forth in Section 1 hereof, BUYER shall pay to SELLER a purchase price of One Hundred Thirty -Eight Thousand and no /100 Dollars ($138,000.00), (hereinafter referred to as "Purchase Price "). The Purchase Price shall be allocated among the Assets as set forth on Exhibit "B" attached hereto. 3. ADJUSTMENT TO PURCHASE PRICE FOR INVENTORY The Purchase Price shall be increased or decreased in an amount equal to the actual dollar value of the marketable inventory on hand as of the Closing Date. The parties shall conduct a physical inventory after the close of business on the day before the Closing Date to determine the actual dollar value of the marketable inventory. Except as provided below, the dollar value of the marketable inventory shall be the purchase pri ce paid by the SELLER for such inventory or its present discounted value; whichever is less (the "Inventory Purchase Price "). The parties agree that any items of inventory which have been on hand for more than eighteen (18) months shall not be part of the inventory adjustment to purchase price described above. Any such items of inventory will continue to be carried and listed for sale by BUYER. As such items of inventory are sold, if the sales price is equal to or less than purchase price, SELLER shall be paid the sale price for each item less reasonable delivery charges incurred by BUYER. If the sales price is greater than the purchase price, SELLER shall be reimbursed only for the purchase price of the item and BUYER shall be responsible for the reasonable delivery fee and shall retain all profit from the sale of the inventory item. 4. PAYMENT OF PURCHASE PRICE The Purchase Price shall be paid as follows: (1) Twenty -Five Thousand and no /100 Dollars ($25,000.00) of the Purchase Price shall be paid at the time of settlement; (2) Forty -Nine Thousand and no /100 ($49,000.00) shall be payable on an installment basis to SELLER in monthly payments of Nine Hundred Ninety- Three and 03/100 Dollars ($993.03) for fifty -four (54) months at an interest rate of four percent (4.00 %) per annum beginning on November 1, 2011. Said obligation shall be secured by a Promissory Note and any other document or documents satisfactory to SELLER and SELLER'S attorney; (3) The balance of the purchase price shall be paid as each item in inventory is sold, but in any event, the balance of the inventory price not paid by June 1, 2012, shall be paid to SELLER in full on or before June 1, 2012. 5. ACCOUNTS RECEIVABLE All accounts receivable shall be retained by the SELLER and BUYER shall not purchase any of the accounts receivable of SELLER under this Agreement. For purposes of determining the application of payments which may be made when a customer has an account receivable, any payments received by the BUYER on or after the Closing Date shall be applied chronologically beginning with the oldest outstanding invoice and then proceeding to the second oldest, third oldest, and so on until arriving at the most recent invoice. The BUYER shall forward any checks to the SELLER to the extent such checks are to be fully applied to an account receivable retained by the SELLER. To the extent that a check is received that is partially in payment of an amount owed to SELLER and partially in payment of an amount owed to the BUYER, then the payee of the check shall deposit the check and immediately issue a check to the other party for that party's portion of the amount paid. 6. CLOSING The sale and transfer of the Assets (the "Closing") shall take place at the offices of SELLER'S attorney on or before October 21, 2011 (the "Closing Date "), time being of the essence, or at such other place and at such time as the parties may mutually agree provided all other conditions in Section 10 and 11 have been fulfilled or waived. 7. DOCUMENTS AND FURTHER REQUIREMENTS OF SELLER (a) SELLER shall deliver to BUYER at Closing the following: (i) Bill of Sale covering the Assets, in substantially the form of Exhibit "C "; (ii) Lease for the property owned by SELLER and numbered and known as 1743 West Trindle Road, Carlisle, Pennsylvania 17015, substantially in the form of Exhibit `B," which document shall also provide to BUYER the option to purchase the property for its fair market value acceptable to SELLER; (iii) Such other good and sufficient instruments of conveyance and transfer in a form satisfactory to BUYER'S counsel as shall be effective to vest in BUYER good and marketable title to the assets which are to be sold, conveyed, transferred and delivered hereunder free and clear of all liens, encumbrances or changes; including, but not limited to, evidence of compliance by SELLER with all applicable bulk sales laws relating to the sale of substantially all of the assets of any person. (b) SELLER shall maintain all the Assets in good working order, ordinary wear and tear excluded, prior to and including the Closing Date. 8. SELLER'S REPRESENTATIONS AND WARRANTIES SELLER hereby makes the following representations and warranties to BUYER as of the Execution Date, and acknowledges BUYER'S reliance thereon, and between the Execution Date, and the Closing Date, SELLER shall take no actions that would render the representations and warranties made by SELLER to BUYER untrue as of the Closing Date. (a) SELLER is in compliance, in respect to the Assets, with all laws, ordinances, statutes,. rules, regulations, orders, judgments and decrees of all governmental authorities and courts. (b) Except as set fords on Exhibit "D" there are no claims, actions, suits or proceedings pending or threatened against or affecting the Business and /or Assets, or any portion thereof, by any federal, state, county or municipal department, commission, board, bureau, agency or other governmental instrumentality. Any judicial proceedings will be finally dismissed and terminated prior to Closing. (c) There are no attachments, executions, assignments for the benefit of creditors, or volwitary or involuntary proceedings in bankruptcy or under any other debtor relief laws contemplated by or pending or threatened against SELLER. (d) After the Execution Date and prior to the Closing Date, SELLER shall not create or voluntarily permit to be created any further liens, easements or other conditions affecting all or any portion of the Assets without the prior written consent of BUYER. SELLER has and will carry on the Business in substantially the same manner as it has previously been carried on and shall not institute any action or incur any liabilities after the Execution Date not in the ordinary course of business. (e) This Agreement constitutes a legally binding obligation of SELLER enforceable in accordance with its terms and conditions. The execution and delivery of this Agreement and the performance by SELLER will not conflict with, result in a breach of, or cause a default under any agreement, order of court of other restriction to which SELLER is subject or by which SELLER is bound. (fl SELLER has not contracted and shall not contract to sell, transfer, pledge or mortgage to any third party all or any part of the Business agreed to be sold herein, except to the extent of liens to secure financing which will be removed on or before the Closing Date. (g) All taxes, statutory contributions and payroll that may be or become due and payable, of whatever nature, whether due and owing either as a result of this transaction, have been or will be paid by SELLERS. (h) As of the Closing Date, SELLER will have good and marketable title to each Asset, free and clear of all liens, security interests, encumbrances and liabilities, and all. such Assets are in good repair and condition and are suitable and sufficient for the conduct of the Business, and shall remain so through the Closing Date, normal wear and tear excepted. (i) SELLER shall indemnify and hold BUYER harmless for any breaches of these warranties. 9. BUYER'S REPRESENTATIONS AND WARRANTIES BUYER represents and warrants as follows: This Agreement constitutes a legally binding joint and several obligation of BUYER enforceable in accordance with its terms and conditions. The execution, delivery and performance by BUYER of its obligations hereunder will not conflict with, result in a breach of, or cause a default under any agreement, order of court or other restriction to which BUYER is subject. 10. CONDITIONS TO BUYER'S CLOSING All obligations of BUYER hereunder are subject to fulfillment of the following conditions on or before the Closing Date. (a) All of SELLER'S representations and warranties herein are true, complete and accurate as of the date hereof or except as disclosed to BUYER in writing prior to the Execution Date, and SELLER shall take no action which would render such representations and warranties untrue as of the Closing Date. (b) The Uniform Commercial Code and general lien and judgment search to be conducted by BUYER shall show that the Assets are free and clear of all liens, security interests, encumbrances and liabilities, except to the extent to secure financing, which will be removed or transferred to BUYER on or before the Closing Date. (c) No law, rule, regulation, order, writ or judgment of any court, arbitrator or other agency of government shall have prevented or prohibited the consummation of the transactions contemplated hereby. 11. CONDITIONS TO SELLER'S CLOSING All obligations of SELLER hereunder are subject to fulfillment, prior to or on the Closing Date, of the following conditions: (a) All representations, warranties, covenants and statements given by BUYER are true, complete and accurate from and after the Execution Date to and including the Closing Date and shall survive the Closing. (b) BUYER shall have complied with all of its obligations hereunder required to be performed prior to or at Closing. (c) No law, rule, regulation, order, writ or judgment of any court, arbitrator, or Other agency of government shall have prevented or prohibited the consummation of the transaction contemplated hereby. 12. FAILURE OF THE CONDITIONS In the event that the SELLER or the BUYER fails to fulfill any of the conditions precedent to the transactions contemplated herein, the BUYER, in the case of the failure of the SELLER to fulfill any condition precedent, owed to such parry, may declare this Agreement null and void or may waive the fulfillment of such condition. If a party declares this Agreement null and void because a condition precedent has not been fulfilled, such party shall be permitted to bring an action against the other party for any damages incurred, but only to the extent such failed condition was a result of a breach of this Agreement by the other party. 13. RISK OF LOSS SELLER assumes the risk of loss, damage, or destruction resulting from fire or other casualty prior to Closing. In the event of loss, damage, or destruction resulting from fire or other casualty prior to Closing, BUYER shall have the option of affirming this Agreement without reduction in the Purchase Price provided that SELLER assigns or pays over to BUYER all insurance proceeds attributable to the loss or damage of such items. Said option shall be exercised no later than thirty (30) days after written notice from SELLER to BUYER of the event of the loss or damage. 14. AMENDMENT AND MODIFICATION This Agreement may not be amended, modified or supplemented except by a written instrument executed by each of the parties hereto. 15. PRIOR AGREEMENTS SUPERSEDED This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings with respect to the matters covered hereby. There are no representations, promises, warranties, covenants or undertakings with respect to the matters covered hereby other than those expressly set forth herein. 16. NOTICES All notices and communications hereunder shall be deemed to be duly given if mailed by certified mail, return receipt requested, to the parties at their respective addresses indicated below: Buyer: Williams, LLC c /oRandy M. Williams 19 Mead Drive Carlisle, PA 17013 Seller: Ronald L. Tanger & Marie M. Tanger 102 East Springville Road Boiling Springs, PA 17007 17. WAIVER The failure of any party to seek redress for violation of or to insist upon strict performance of any covenant or condition of this Agreement shall not be considered a waiver, nor shall it deprive that parry of the right thereafter to insist upon strict adherence to that or any other term of this Agreement. 18. ASSIGNMENT This Agreement is not assignable by either of the parties. 19. BINDING EFFECT This Agreement shall insure to the benefit of and be binding upon the parties hereto, their respective heirs, representatives and successors. 20. GOVERNING LAW This Agreement shall be governed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. 21. REMEDIES AND RIGHTS NOT EXCLUSIVE No remedies or rights herein conferred upon or provided to SELLER or BUYER are intended to be exclusive of any remedy or right provided by law, but each shall be cumulative and shall be in addition to every other remedy or right given hereunder or now or hereafter existing at law or in equity, including specific performance, of by statute. WITNESS the following signatures and seals. WITNESSES: "SELLER" ge ::: EAL RONALD L. T G �'Y) -Le�/� cz✓ �'rl SEAL MARIE M. TANGE "BUYER" WILLIAMS, tj LLC / �,U4,j �k l � SEAL RAN WILLIAMS, Member G:D Miller/Forms /Asset Purchase Agreements /Asset Purchase Agmt (Tanger's Appliances) ASSET PURCHASE AGREEMENT LIST OF EXHIBITS Exhibit " A " Assets Exhibit "B" Purchase Price Allocation Exhibit "C" Bill of Sale Exhibit I'D" Litigation of Seller Exhibit " E " Lease EXHIBIT G°A" ASSETS Inventory 2 page Furniture & Equipment Inventory attached hereto Trade Name — "Tanger's Appliances" •y FURNITURE & EQIPMENT INVENTORY 1998 ISUZU DIESEL TRUCK WITH 8X18 BOX AND ELECTRIC LIFT GATE 1995 GMC PICKUP TRUCK WITH BOSS SNOW PLOW 1997 BATTERY POWERED CLARK LIFT TRUCK W /CHARGER SUPPLY, MODEL TMG155 TORO RIDING MOWER TELEPHONE SYSTEM CREDIT CARD PROCESSING MACHINE COPIER, TOSHIBA MODEL 2060 CASH REGISTER OFFICE FURNITURE- DESK - CHAIRS FILE CABINETS MONITORED FIRE AND INTRUSION SYSTEM 4 CAMERA VIDEO SURVALIANCE SYSTEM 25 CU FT LG REFRIGERATOR IN BREAK ROOM COUNTER TOP SHARP MICROWAVE IN BREAK ROOM KITCHEN TABLE W/4 CHAIRS IN BREAK ROOM FAX MACHINE 4 COMPUTERS 1 DELL LAPTOP COMPUTER 1 DOT MATRIX PRINTER 1 HP INKJET PRINTER 1 DELL LASER PRINTER 1 POWER LIFT DOLLY, POWER MATE, MODEL Ll 2 STANDARD DOLLY'S P I STEEL (HEAVY DUTY) DOLLY OUTDOOR ELECTRONIC SIGN WITH WIRELESS PROGRAMABLE FEATURE 18 CU FT WHIRLPOOL LOANER REFRIGERATOR MISC HAND TOOLS PRICE TAG PRO REMAINING MONTHS ON SUBSCRIPTION (NOT PART OF PACKAGE) EXHIBIT "B" PURCHASE PRICE ALLOCATION Inventory To be Determined but estimated at $64,000.00 Furniture and Equipment .................................... ............................... $21,000.00 (See list attached as Exhibit "A ") ElectronicSign .................................................... ............................... $15,000.00 BoxVan .............................................................. ............................... $18,000.00 Goodwill............................................................. ............................... $20,000.00 TOTAL PURCHASE PRICE ........................ ............................... $138,000.00 EXHIBIT "C" BILL OF SALE BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that pursuant to that certain Asset Purchase Agreement (hereinafter referred to as "Agreement ") dated October 2011, RONALD L. TANGER and MARIE M. TANGER, individually and t/d/b /a TANGER'S APPLIANCES, having its principal place of business at 1743 West Trindle Road, Carlisle, Pennsylvania 17015 (hereinafter referred to as "SELLER ") for and in consideration of the Purchase Price paid under the Agreement by WILLIAMS, LLC (hereinafter referred to as "BUYER"), at or before the sealing and delivery of these presents, the receipt of which is hereby acknowledged, has granted, bargained, sold, released and confirmed and by these presents does grant, bargain, sell, release and confirm unto the BUYER, his successors and assigns, all the personal property as more specifically described in Exhibit "A" attached to the Agreement (hereinafter after referred to as "Property "), TO HAVE AND TO HOLD the Property. AND the SELLER, for themselves, their heirs, administrators, representatives, successors and assigns, hereby covenants that they are the lawful owners of the Property, and that they shall and will and forever defead by these presents the same and every part thereof unto the BUYER, his heirs, administrators, representatives, successors and assigns, from and against all persons whomsoever. &fi WITNESS the due execution and sealing hereof the 1 day of October, 2011. WITNESS: RONALD L. T GER A l tx MARIE M. TANGER EXHIBIT "D" LITIGATION OF SELLER NONE. EXHIBIT "E" LEASE EXHIBIT "B" NOTE October J / 2011 $49,000.00 1. BORROWER'S PROMISE TO PAY In return for a loan that I have received, and intending to be legally bound, the utidersigned Borrower promises to pay to the order of the Lender in lawful money of the United States $49,000.00 (hereinafter called "principal "), plus interest as stated herein, to the order of the Lender. The Lenders are RONALD L. TANGER and MARIE M. TANGER, husband and wife. I understand that "the Lenders may transfer this Note. The Lenders or anyone who takes this Note by transfer..-and who is entitled to receive payments under this Note are collectively called the "Note Holder." 2. INTEREST The unpaid Principal Sum shall accrue interest at a per annum rate of 4.000 %. The interest rate required by this Section 2 is the rate I will pay both before and after any default described in Section 6(B) of this Note. 3. PAYMENTS (A) Time and Place of Payment Commencing on or before November 1, 2011, I will make my payment at 102 East Springville Road, Boiling Springs, PA 17007, or at a different place if required by the Note Holder. (B) Amount of Payment My payments will be in the amount of Nine Hundred Ninety -Three and 03/100 Dollars ($993.03) due on or before the first day of each month. Payments made with respect to this Note shall be applied first to accrued and unpaid interest, next to principal, next to late charges, and finally to expenses. (C) Maturity Date, The Maturity Date is April 1, 2016. The final installment due on the Maturity Date shall be in an amount equal to the outstanding Principal together with all other amounts outstanding hereunder including, without limitation, accrued interest, costs and expenses. PLEASE NOTE THAT THE FINAL INSTALLMENT OF PRINCIPAL SHALL BE HIGHER THAN EXPECTED IF A PAYMENT IS RECEIVED AFTER THE DUE DATE. 4. BORROWER'S RIGHT TO PREPAY I have the right to make payments of principal at any time before they are due. A payment of principal only is known as a "prepayment." When I make a prepayment, I will advise the Note Holder in writing that I are doing so. I may make a full prepayment or partial prepayments without paying any prepayment charge. The Note Holder will use all of my prepayments to reduce the amount of principal that I owe under this Note. If I make a partial prepayment, there will be no changes in the due date or in the amount of my payment unless the Note Holder agrees in writing to those changes. 1 5. LOAN CHARGES If a law, which applies to this loan and which sets maximum loan charges, is finally interpreted so that the interest or other loan charges collected or to be collected in connection with this loan exceed the permitted limits, then: (i) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (ii) any sums already collected from me which exceed permitted limits will be refunded to me. The Note Holder may choose to make this refund by reducing the principal I owe under this Note or by making a direct payment to me. If a refund reduced principal, the reduction will be treated as a partial prepayment. 6. BORROWER'S FAILURE TO PAY AS REQUIRED (A) Late Charge for Overdue Payments If the Note Holder has not received the full amount of the payment by the end of Ten (10) calendar days after the date it is due, I will pay a late charge to the Note Holder. The amount of the charge will be 5.00% of the monthly payment amount then due. (B) Default If I do not pay the full amount of the payment on the date it is due, I will be in default. (C) Notice of Default If I am in default, the Note Holder may send me a written notice telling me that if I do not pay the overdue amount by a certain date, the Note Holder may require me to pay immediately the full amount of principal which has not been paid and all the interest that I owe on that amount. That date must be at least 30 days after the date on which the notice is delivered or mailed to me. (D) No Waiver by Note Holder Even if, at a time when I are in default, the Note Holder does not require me to pay immediately in full as described above, the Note Holder will still have the right to do so if I are in default at a later time. (E) Payment of Note Holder's Costs and Expenses If the Note Holder has required me to pay immediately in full as described above, the Note Holder will have the right to be paid back by me for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses include, for example, reasonable attorneys' fees. 7. GIVING OF NOTICES Unless applicable law requires a different method, any notice that must be given to me under this Note will be given by delivering it or by mailing it by first class mail to me at the Property Address above or at a different address if I give the Note Holder a notice of a different address in writing. Any notice that must be given to the Note Holder under this Note will be given by mailing it by first class mail to the Note Holder at the address stated in Section 3(A) above or at a different address if I are given a notice of that different address. 8. OBLIGATIONS OF PERSONS UNDER THIS NOTE If more than one person or entity signs this Note, each person or entity is fully and personally obligated to keep all of the promises made in this Note, including the promise to pay the full amount owed. The persons or entities signing this Note are jointly and severally liable for the full sum due. Any person or entity who is a guarantor, surety, or endorser of this Note is also obligated to do these things. Any person who takes over these obligations, including the obligations of a guarantor, surety, or endorser of this Note, is also obligated to keep all of the 2 promises made in this Note. The Note Holder may enforce its rights under this Note against each person or entity individually or against all of them together. This means that any one may be required to pay all of the amounts owed under this Note. 9. WAIVERS I and any other person or entity who has obligations under this Note waive the rights of presentment and notice of dishonor. "Presentment" means the right to require the Note Holder to demand payment of amounts due. "Notice of dishonor" means the right to require the Note Holder to give notice to other persons that amounts due have not been paid. 10. CONFESSION OF JUDGMENT I HEREBY EMPOWER ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR ME OR THE ENTITY FOR WHICH I AM SIGNING BELOW AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST US IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10 %) OF SUCH AMOUNTS, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500), ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. I HEREBY FOREVER WAIVE AND RELEASE ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE PAYMENT OBLIGATIONS. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] 3 WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED. (Seal) RAN Y M. WILLIAMS, Borrower WILLIAMS, LLC Az - (Seal) M. WILLIAMS, Member Address: 19 Meade Drive, Carlisle, Pennsylvania 17013 COMMONWEALTH OF PENNSYLVANIA .:SS: COUNTY OF CUMBERLAND On this aJ day of nC.rO 2011, before me the undersigned officer personally appeared RANDY M. WILLIAMS, who is satisfactorily proven to me to be the person whose name is subscribed to the within Note, and acknowledged that lie executed the same for the purposes therein contained by signing his name. IN WITNESS WHE + OF, I hereunto set my hand and official seal. COMMONWEAL'w OF PENNSYLV Notarial Seal Martha L. Noel, Notary iOF (SEAL) cariisle 8oro, cumberiand Expres Sept MY COf'"'' Nota ublic MEMBER, pEN►�S IVANIA A-; M,fATION NOTARIES COMMONWEALTH OF PENNSYLVANIA :SS: COUNTY OF CUMBERLAND . On this - -94 day of �r ,lo O�P � 2011, before me the undersigned officer personally appeared RANDY M. WILLIAMS, known to me (or satisfactorily proven) to be a Member of WILLIAMS, LLC, and being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing his name on behalf of the limited liability company. IN WITNESS WHEREOF, I hereunto set y han d official seal. coMMONWEALTH OF PENNSYLVANIA a Notarial Seal (SEAT.) Martha L. Noel, Notary Public cadWe Soro, Cumberiand county N& Pu My coffadoon Bores Sept. 18, 2015 MEMBER, PENNSYLVANIA ASS"TION OF NOTARIES 4 EXHIBIT "C" DISCLOSURE STATEMENT The undersigned, having read this document in its entirety, and fully understanding it, hereby states, admits, acknowledges, and certifies the following: 1. I, as the Obligor, have this day signed a Promissory Note in which I promise to pay to RONALD L. TANGER and MARIE M. TANGER, husband and wife, the sum of Forty-Nine Thousand and no /100 ($49,000.00) Dollars. 2. The said Note gives the person who holds or owns the note the right to file and enter judgment against me without any prior notice to me and without any right of formal pleading, notice, or hearing before the entry of said judgment. 3. Such a judgment entered against me will automatically create a lien on all real estate owned by me at that time, whether I own it now or acquire it later. 4. Such a judgment entered against me will entitle the person who owns or holds such a judgment to issue execution against my property which can result in the Sheriff physically attaching or taking possession of said property and selling it at a Sheriff's Sale. 5. That I will be compelled and required to hire an attorney to file formal documents to open or strike such a judgment if I have a valid defense to the action taken against me, and without those documents being filed, I will not have a right to a hearing or trial on such judgment matter. 6. That I have an income which is at least $10,000.00 per year. ADDRESS: 19 Meade Drive, Carlisle, PA 17013 WITNESS: (SEAL) RAND M. WILLIAMS WILL S, LLC (Seal) AiANDY/M. WILLIAMS, Member "Obligor" DATE: October a 1 , 2011 EXHIBIT "D" COMNWROAL LEASE AGREEMENT THIS AGREEMENT is entered into this day of October, 2011, by and between RONALD L. TANGER and MARIE M. TANGER, husband and wife of 102 East Springville Road, Boiling Springs, Cumberland County, Pennsylvania, 17241 (hereinafter the "Lessor "); and WILLIAMS, LLC, a Pennsylvania limited liability company with its principal offices located at 19 Meade Drive, Carlisle, Cumberland County, PA 17013, (hereinafter the "Lessee "). WITNESSETH That in consideration of the rents and covenants hereinafter stipulated to be paid and performed by Lessee, and in consideration of the parties' mutual covenants and agreements hereinafter set forth, Lessor does hereby demise, let and lease unto Lessee that property with improvements known and numbered as 1743 West Trindle Road, Carlisle, Cumberland County, Pennsylvania 17015, being more particularly described in that Deed recorded on or about January 30, 1987, in the Office of the Recorder of Deeds for Cumberland County, Pennsylvania in Deed Book "L," Volume 32, Page 1028 (hereinafter the "Leased Property"), for the purpose of operating a retail appliance store business and other related activities, upon the following terms, stipulations, covenants, conditions and agreements, all of which the parties hereto, intending to be legally bound hereby, covenant and agree to keep and perform: 1. Term Lessee shall have and hold the Leased Property under the terms and conditions of this Lease for the term commencing on the date of this Agreement and ending on October 31, 2016. After the expiration of the initial term, Lessor hereby grants and Lessee shall have one (1) renewal option for an additional five (5) year term commencing on November 1, 2016. The renewal term shall become effective upon Lessee exercising its option by delivering written ( 1 notice to Lessor no later than February 1, 2016, or in the absence of notice, by Lessee holding over at the end of the prior lease term. The renewal shall be effective only if Lessee is not in default under the Agreement. All of the. same terms, covenants, and conditions shall apply to any renewal period(s). 2. Use of Property Lessee shall use the Leased Property for the purpose of operating a retail appliance store business and other related and lawful activities. If a different usage is desired, Lessor must be notified in writing and provide written approval and the business must be one permitted in the zoning category of the Leased Property, whether explicitly or by reason of being a grandfathered or otherwise permitted use. The Leased Property shall not be used in any unlawful or hazardous manner, or for any purpose that may constitute an illegal act or injure the reputation of the Leased Property. 3. Rent In consideration hereof, Lessee hereby agrees to pay to Lessor rent of Two Thousand Five Hundred and no /100 Dollars ($2,500.00) per month, payable on or before the first day of each month, commencing on November 1, 2011, and payable each month thereafter, for the initial term. Commencing on November 1, 2012, and for each November 1" thereafter, both during the initial term and any renewal period thereafter, the monthly rental rate shall increase by two percent (2 %) each year. For example, the monthly rental payment commencing on November 1, 2012 shall be $2,550.00, the monthly rental payments commencing on November 1, 2013 shall be $2,601.00, etc. In the event that the Lessee tenders the rent to Lessor after five (5) days following the due date of any payment, Lessee shall be responsible for a late charge of ten percent (10 %) of the payment then due and the same shall be assessed as additional rent hereunder. The Lessee further agrees to pay Twenty -five and no /100 Dollars ($25.00) for each dishonored check tendered to Lessor. 2 4. Utilities Lessee shall be solely liable for all utility and service charges from the commencement of this Agreement. Such charges shall include, but not limited to electric, water, sewer, heat, air conditioning, telephone, internet, television service, and trash removal. Lessor is not responsible to Lessee, its invitees, or guests for any damage to property or injury to people caused by interruption of utility services beyond the Lessor's control. Lessee shall be responsible for keeping the outside premises neat and maintained, including landscape maintenance and snow removal. Lessee shall be responsible to pay all real estate taxes and insurance on the Leased Property. Lessor shall be responsible to pay any special assessments issued upon the Leased Property. 'All public water and sewer bills shall be delivered to Lessee at the Leased Property, but in the event that such bills are delivered to Lessor, he shall promptly forward the same to Lessee to ensure sufficient time for payment without incurring any late fees or penalties. 5. Insurance Lessor, his agents or representatives, shall not be liable to Lessee or its guests or invitees for loss of or damage to their personal property from acts, events, conditions or casualty occurring in, on or about the Leased Property. Lessee shall be responsible for paying and carrying fire, hazard, and extended liability insurance in a sufficient amount to cover the improvements upon the Leased Property. Lessee shall also be responsible to obtain and maintain liability insurance and property damage insurance upon its personal property located on the Leased Property. Such policy or policies shall name Lessor as additional insured with a thirty (30) day notice of cancellation, and a copy shall be provided to Lessor upon demand. Lessee shall also carry such other standard insurance as may be necessary for its property and /or employees, such as automobile insurance and workers compensation insurance. 6. Fire Control, Warning, and Protective Devices Lessee is responsible for testing and maintaining all fire warning devices in the Leased Property. Lessee agrees to notify Lessor 3 if it becomes aware of a warning device not operating, and Lessee shall not disable or interfere with any fire warning device. 7. Right of Access In case of an emergency, Lessor and his authorized agents and representatives may enter at any time to protect life and prevent damage to either the Leased Property or Lessee's property. Lessor, individually or through his authorized agents and representatives, shall also at all reasonable hours and times have the right to enter upon the Leased Property to examine or inspect the same, provided that Lessee has been provided with at least twenty -four (24) hours advance notice. 8. Hold Harmless Lessee 'and its guests and invitees shall indemnify and hold harmless Lessor against any and all liability, damages, judgments and expenses by reason of any claim for injury to person or property arising from Lessee's and its invitees' use and occupation of the Leased Property, or from any act or negligence of Lessee, his agents, representatives, invitees and/or licensees, including those resulting from any work in connection with operating a commercial and retail leasing and sales business and other related activities, or repairs, alterations, or improvements to the Leased Property. All invitees of Lessee shall be notified by Lessee of this waiver and indemnification. Lessee shall be held harmless and indemnified from any and all legal issues related to any prior tenants that occupied the Leased Property. Lessor specifically represents that any and all prior agreements with regard to the Leased Property have been fully and legally terminated, and that Lessor has the legal right and ability to enter into this Lease Agreement. Lessor further represents that any personal property or improvements located in and around the Leased Property are not the property of any prior tenants. 9. Subletting and Assignment Lessee may not sublet all or any part of the Leased Property, or assign this Lease Agreement to any person, corporation, or other entity without the 4 express, advance written approval of the Lessor, except that Lessee may sublet or assign to any corporation or entity which is a parent or wholly -owned subsidiary of, or under common control with Lessee. If Lessee so assigns or subleases any part of the Leased Property as provided herein, Lessee shall not be released from its obligations under this Lease Agreement, notwithstanding any subsequent assignment, sublease, amendment, modification, supplement, or extension thereafter made with respect to this agreement. 10. Repairs Subject to the other provisions of this Lease Agreement, Lessor shall make, at its sole cost and expense, those repairs necessary to maintain the structural members, roof, central plumbing, heating, ventilation, air conditioning, electrical systems, windows, floors, and other similar capital repairs. Lessee, at its sole cost and expense, shall be responsible for maintenance and repairs necessary for and related to the alarm system at the Leased Property. In no event shall Lessor be obligated to bear the cost to repair any damage caused by any act of Lessee or its employees, agents, invitees, licensees, subtenants or contractors; all of which cost shall be reimbursed by Lessee. Except as provided above, Lessee shall make, at its sole cost and expense, all repairs necessary to maintain the Leased Property and the property contained therein in good, operable, and orderly condition. Furthermore, upon termination of this Lease Agreement, Lessee shall be responsible for restoring the Leased Property to its original condition and appearance as of the date of this Agreement, ordinary wear and tear excepted. In the event that Lessee fails to abide by these covenants, Lessee hereby agrees to be responsible for the cost of doing the same. Lessee shall otherwise maintain the Leased Property in a neat and presentable manner as to not become unsightly. 11. Eminent Domain In the event that the Leased Property or any portion thereof, shall be taken for any public or quasi- public'use, under any statute, or by right of eminent domain, the remaining term of this Agreement of Lease and any extension thereof, at Lessor's option shall be 5 terminated, in which case the rent shall be apportioned and paid to the time of such termination. Lessee hereby agrees to cooperate with Lessor to maximize recovery from the condemnor, but any award, compensation or damages shall be Lessor's alone. 12. Fire or Casualty In the event of a fire or natural disaster, beyond the control of Lessor or Lessee, causing damage to the point that the Leased Property are untenable, Lessee may terminate this Lease Agreement, by giving fifteen (15) days written notice to Lessor. In such a case, rent shall be abated to the time that the Leased Property is so damaged. In the event that Leased Property is only partially damaged by a fire or natural disaster beyond the control of Lessor or Lessee and the remaining undamaged portion of the Leased Property is still usable by mutual agreement of the parties, the rent shall be abated in proportion to the amount of the Leased Property that can still be utilized by the Lessee. Lessor shall thereafter promptly commence repairs or reconstruction of the partially destroyed Leased Property. 13. Alterations Lessee shall not be permitted to make alterations, installations, additions, or improvements to the Leased Property without the advance written permission of the Lessor. The work in making any such prior approved alterations, installations, additions, or improvements shall be done in compliance with all applicable laws, statutes, ordinances, and regulations of any federal, state, or local governmental authority. All such alterations, installations, additions, and improvements shall remain part of the Leased Property and may not be removed by the Lessee at the conclusion of the Lease term, and any extensions thereof. 14. Signs In the event that Lessee is desirous of advertising its business using any signs upon the Leased Property, Lessee may do so at its sole cost, provided that the same is approved by the governing municipality. Any such signs shall remain the property of the Lessee, and at the conclusion of the Lease term, and any extensions thereof, Lessee shall be permitted to remove its signs from the Leased Property. 6 15. Environmental Compliance Lessee shall not cause or permit any hazardous substances to be used, stored, or generated on the Leased Property. Lessee shall also not cause or permit the release of any hazardous substance, contaminant, or pollutant on the Leased Property. Lessor represents and warrants that he has fully complied with all applicable federal, state, and local statutes and regulations relating to the protection of the environment, and that there does not currently exist any violation of any such legal requirements, including but not limited to the presence of any underground storage tanks. Lessor shall indemnify and hold harmless Lessee from and against any and all liabilities, damages, suits, penalties, judgments, and environmental cleanup, removal, response, assessment, and remediation costs arising from any prior contamination or release of any hazardous substance or contaminant on the Leased Property. 16. Default If Lessee shall use the Leased Property other than for the purposes as herein permitted, or the Leased Property shall be deserted or vacated, or any default be made in the payment of the rent (or to any part thereof) as herein specified which continues for fifteen (15) days after a rent installment payment is due, or if default in any of the other performances by Lessee to be kept hereunder occurs, or if Lessee fails to comply timely after written notice is given to Lessee with any statutes, ordinances, rules, orders, regulations or requirements of any federal, state or local governmental department or bureau that relates to the Leased Property and for which Lessee is responsible hereunder, or if Lessee shall file or has filed against it a petition under the federal bankruptcy laws, or if Lessee shall make an assignment for the benefit of creditors, or if this Lease shall, by operation of law or otherwise, pass to any person other than as permitted by the provisions hereof, or if any execution shall be issued against lessee, or if a receiver or custodian of the property of Lessee shall be appointed in any suit or proceeding brought by or against Lessee, then in any such case, if Lessee fails to immediately cure their default and continue their obligations under this Lease: a) It shall be lawful for Lessor to 7 terminate this Lease, to reenter the Leased Property and to repossess, enjoy, and have the same again, without force; b) There shall become due the rent provided for herein for the remaining period of time, excluding any options to extend the term hereunder; and c) Lessee shall be deemed in default of its obligations hereunder for all purposes of an action in ejectment, and a writ of possession may be issued. 17. Acceptance of Breach Acceptance by the Lessor of any of the said rent at any time after the same shall become due, after default has been made in the payment thereof, or any failure to enforce any of the rights herein reserved to Lessor, or any of the penalties, forfeitures or conditions contained herein, shall not in any way be considered a waiver of the right to enforce the same at any time, without any notice whatsoever, and any attempt to collect the rent through one proceeding shall not be considered as a waiver -of the right to collect the same by another proceeding, but all of the rights and remedies of the Lessor hereunder may be enforced concurrently, successively or in the alternate, at Lessor's discretion. In addition, no waiver of a breach of any of the covenants of this Lease Agreement shall be construed to be a waiver of any succeeding breach of the same or any other covenant. 18. Mechanics' Liens Lessee will not permit any mechanics' lien or claim to be placed upon the Leased Property or any building or improvement thereof during the Lease term, or any extension thereof. In the case of the filing of any such lien or claim, Lessee will promptly discharge the same. In the event that lien or claim is not paid, Lessor shall have the right but not the obligation to pay the same or any portion thereof, and any amount so paid, including expenses and interest, shall be deemed additional rent due and payable by Lessee to Lessor. If default in discharge shall continue for thirty (30) days after written notice from Lessor to the Lessee, the Lessor shall have the right and privilege at Lessor's option of paying the same or any portion thereof without inquiry as to the validity thereof, and any amounts so paid, including expenses and interest shall be deemed additional rental due and payable by Lessee to Lessor. 8 J s 19. Binding Nature. The provisions of this Lease Agreement shall be binding upon and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto. Without limiting the foregoing, in the event the Leased Property or any part thereof are sold, transferred or conveyed, the purchaser, transferee or grantee shall have the option of terminating this Lease Agreement upon fifteen (15) days written notice and to prorate any rent due accordingly or to take the same under and subject to the provisions of this Lease Agreement. 20. Subordination Subject to the provisions hereof, this Lease Agreement shall be subject and subordinate at all times to the lien of any existing mortgages and any mortgages that hereafter may be a lien upon the Leased Property and although no instrument or act on the part of Lessee shall be necessary to effectuate such subordination, Lessee will, nevertheless, execute and deliver such further instruments subordinating this Lease Agreement to the lien of any such mortgage as may be desired by the Mortgagee and Lessor. 21. Severability The invalidity or illegality of any provision of this Lease Agreement shall not affect the remaining provisions hereof. 22. Notices Any notices or other communications required hereunder shall be given to Lessor at his home address listed above and to Lessee at the Leased Property. All notices given under this Lease shall be sent by United States first- class, Certified Mail, Return Receipt Requested, with postage prepaid. Notwithstanding the above, the parties hereto may from time to time make any other party or address to which notices should be sent hereunder. 23. Miscellaneous The provisions of this Lease shall be construed and enforced under the laws of the Commonwealth of Pennsylvania. This Lease Agreement represents the entire agreement and understanding between the parties hereto relative to the demise of the Leased Property to Lessee, and nothing contained in this Agreement shall be modified or varied other 9 than by a written instrument executed by both Lessor and Lessee hereto. Where used in this Agreement, unless the context otherwise clearly requires: the plural shall include the singular and vice versa; the use of any particular gender shall include any other applicable genders; and the words "hereof," "hereunder," "herein," and similar compounds of the word "here" shall mean and refer to this entire Agreement and not to any particular provision or paragraph of this Agreement. 24. CONFESSION OF JUDGMENT FOR POSSESSION THIS IS A COMMERCIAL LEASE AND LESSEE HEREBY IRREVOCABLY CONSTITUTES ANY ATTORNEY OF ANY COURT OF RECORD IN ANY STATE OF THE UNITED STATES, AS ATTORNEY FOR IT AND IN ITS NAME, FROM TIME TO TIME, TO ENTER A CONFESSION OF JUDGMENT IN EJECTMENT AGAINST LESSEE, USING THIS LEASE OR A COPY THEREOF AS AUTHORITY AND CAUSING A WRIT OF POSSESSION TO BE ISSUED, TOGETHER WITH A WRIT OF EXECUTION FOR AMOUNTS DUE AS AFORESAID, TOGETHER WITH COSTS, ATTORNEY'S FEES OF FIFTEEN PERCENT (15 %) AND OTHER EXPENSES OF CONFESSION. THE POWER CONFERRED BY THIS PARAGRAPH IS A CONTINUING POER AND MAY BE EXERCISED AS FREQUENTLY AS OCCASION MAY REQUIRE. 25. Right of First Refusal Lessee is granted a first right of refusal to purchase the Leased Property at any time during either the initial lease term, or any subsequent extension thereof. The purchase price of the Leased Property must be mutually agreed upon by the parties following the receipt of Lessee's notice to exercise its option. Furthermore, Lessor hereby agrees that in the event he elects to sell or receives an offer to purchase the Leased Property from a third party at any time during the term of the Lease or any extension thereof, Lessee shall have the right of first refusal to match the offer of any independent third party and purchase the said Leased Property upon the same terms and conditions. 10 Lessee shall have thirty (30) days after receipt of written notice from Lessor of an offer to purchase from a third party to elect to exercise the first right of refusal. In the event that Lessee fails to respond within that period of time, Lessor shall have the right to proceed with a sale, subject to the other provisions of this Lease Agreement, and the Lessee's option herein shall become null and void. IN WITNESS WHEREOF, and having fully and completely read and agreed to the terms and provisions set forth herein, the parties have set their hands and seals the day and year first above written. WITNESS: (SEAL) RONALD L. TANGE ' - 1 e- �--_ - Y�'1 - g�4 A.,� MARIE M. TANGER "Lessor" ATTEST: WILLIAMS, LLC (SEAL) M. WILLIAMS, Member "Lessee" 11 i r,r VERIFICATION The foregoing document is based upon information which has been gathered by our counsel and ourselves in the preparation of this action. We have read the statements made in this document and they are true and correct to the best of our knowledge, information and belief. We understand that false statements herein made are subject to the penalties of 18 Pa.C.S.A. Section 4904, relating to unsworn falsification to authorities. RONALD L. TA ER J �OC4 �� - M ` MARIE M. TANGER Date: 12/5/13 RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs, NO. 2013 —�2�5 CIVIL TERM V . CONFESSION OF JUDGMENT WILLIAMS, LLC, and WILLIAMS, LLC t /d/b /a TANGER'S APPLIANCES' ' Defendants. MUD M M M =- -Zj Cn F NOTICE UNDER RULE 2958.1 o OF JUDMENT AND EXECUTION THEREON `� f C - ; CD , CD NOTICE OF DEFENDANTS' RIGHTS cam TO: WILLIAMS, LLC, and WILLLIAMS, LLC t/d/b /a TANGER'S APPLIANCES - A judgment in the amount of $ 50,576.88, plus interest, attorney's fees, other expense, and costs has been entered against you and in favor of the Plaintiffs without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days from the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Service Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717) 249 -3166 (800) 990 -9108 Respectfully submitted, IRWIN & McKNIGHT, P.C. By: Douglas Miller, Esquire Supreme Court ID No. 83776 West Pomfret Professional Building 60 West Pomfret Street Carlisle, Pennsylvania 17013 (717) 249 -2353 Dated: December 5, 2013 Attorney for Plaintiffs 2 RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs, NO. 2013 — r(�JS7 CIVIL TERM V . CONFESSION OF JUDGMENT WILLIAMS, LLC, and WILLIAMS, LLC t /d/b /a TANGER'S APPLIANCES : Defendants. : CERTIFICATE OF ADDRESSES I hereby certify that the precise address of the Plaintiffs, Ronald L. Tanger and Marie M. Tanger, husband and wife, is 102 East Springville Road, Boiling Springs, Pennsylvania 17007; and that the last known address of the Defendants, Williams, LLC, and Williams, LLC t/d /b /a Tanger's Appliances, is 19 Meade Drive, Carlisle, Pennsylvania 17013. Respectfully submitted, IRWIN & McKNIGHT, P.C. By: Doug as G. iller, Esquire Supreme Court ID No. 83776 West Pomfret Professional Building 60 West Pomfret Street Carlisle, Pennsylvania 17013 (717) 249 -2353 rt Dated: December 5, 2013 Attorney for Plaintiffs co rn _ - .. C - 1 Ul mac, RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs, NO. 2013 — CIVIL TERM V . CONFESSION OF JUDGMENT WILLIAMS, LLC, and WILLIAMS, LLC t /d/b /a TANGER'S APPLIANCES : Defendants. : TO: WILLIAMS, LLC, and WILLLIAMS, LLC t /d/b /a TANGER'S APPLIANCES You are hereby notified that on December 0 , 2013, judgment by confession was entered against you in the sum of $ 50,576.88, plus interest at the rate of 4.000% per annum on the principal owed, costs of suit, and reasonable attorney's fees of ten percent (10 %) together with any other expenses, fees, and costs to which the Plaintiff may be entitled through the date of payment, including on and after the date of entry of judgment on Com Taint in the above - captioned case. DATE: December 2013 A _&_A0 honotary 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. Lawyer Referral Service Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717) 249 -3166 (800) 990 -9108 I hereby certify that the following is the address of the Defendants stated in the certificate of residence filed concurrently herewith: Williams, LLC Williams, LLC t /d/b /a Tanger's Appliances 19 Meade Drive Carlisle, Pennsylvania 17013 Douglas G.Adilier, Esquire Attorney for Plaintiffs RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF TANGER, husband and wife : CUMBERLAND COUNTY,PENNSYLVANIA Plaintiffs, . NO. 2013—7215 CIVIL TERM • v. CONFESSION OF JUDGMENT • WILLIAMS, LLC, and WILLIAMS, LLC t/d/b/a TANGER'S APPLIANCES : Defendants. : RETURN OF SERVICE PURSUANT TO PA.R.C.P. NO. 2958.1(c) The undersigned, on behalf of the Plaintiffs, hereby files this Return of Service and swears and affirms that the person or persons listed below was or were served pursuant to Pa. R.C.P. No.: 2958.1(b) with the Notice of Judgment and Execution Required by Rule 2958.1 by certified mail, return receipt requested, as provided by Pa. R.C.P. No. 403. A copy of the receipt for certified mail is attached hereto. Williams, LLC Williams, LLC t/d/b/a Tanger's Appliances 19 Meade Drive Carlisle, Pennsylvania 17013 IRWIN & McKNIGHT,P.C. ,1 /tI/ittA Douglas GI iller, Esquire Supreme Court I.D. No. 83776 60 West Pomfret Street Carlisle, Pennsylvania 17013-3222 -1r33 (717) 249-2353 rrirn vsrl ; rt; Date: December 10, 2013 Attorney for Plaintiffs -o C CO )"I , E SENDER: COMPLETE THIS SECTION COMPL'TE THIS sL rION ON DELIVERY ■ Complete items 1,2,and 3.Also complete ure Item 4 if Restricted Delivery Is desired. •l� t ` 0 Agent • Print your name and address on the reverse J l` 0 Addressee so that we can return the card to you. + C. Date of Delvery ■ Attach this card to the back of the mailpiece, `�i_`'5 or on the front if space permits. 1, Article Addressed to: D. Is del• , address different from item 1? 0 Yes If YE' ter delivery address below: 0 No Williams, LLC DEC 0 3 2013 Williams, LLC t/d/b/a Tanger's Appliances 19 Meade Drive Carlisle, PA 17013 3. Service Type till Certified Mall 0 Express Mail 0 Registered QSI Return Receipt for Merchandise 0 Insured Mail 0 C.O.D. 4. Restricted Delivery?(Extra Fee) 0 Yes 2. Article Nunlberi 1, I 7012 3460 0002 1544 7723 (Transfer`from sgrvtcs lam PS Form 3811,February 2004 Domestic Return Receipt 102595-02-M-1540 U.S. Postal Services, CERTIFIED MAILTM RECEIPT rmi.i (Domestic Mail Only;No insurance Coverage Provided) rs- •T!•Y.:■.Fs r,_ For delivery information visit our website al ,ti wvw.,,r.,r;,,-,,,,r, DGM ai ge 0 ,a- 4n n .- 1'le±r p'.k L.n Postage $ �., r Certified Fee • • • • • ru moo G Return Receipt Fee > 0 N P O (Endorsement Required) F O _ H S'l cr m rn'D 0 Restricted Delivery Fee � Lf, 0 (Endorsement Required) T co {` -0 ...E1 op- 7 z- Total Postage&Fees $ N) i aY Ill ' N ru s°14i'11 Jams, LLC n 0 9 r-.3 on y o sir , l ms-LLC-tftitbf --Tan r , :s N •Ci��acSA P+ -^4 N 0 `�CSarel s�e, PA 17013 y° 0 rl PS Form 3800.August 2006 See Reverse for Instructions 6 RONALD L. TANGER and • IN THE COURT OF COMMON PLE, MARIE M. TANGER, husband OF CUMBERLAND COUNTY cl and wife, PENNSYLVANIA .� `°► 1 �O Plaintiffs dr' v. • NO. 2013-7215 �• s? n WILLIAMS, LLC, and WILLIAMS, • "°,r_ • LLC t/d/b/a TANGER'S APPLIANCES • • Defendants PETITION TO STRIKE, OR,IN THE ALTERNATIVE, TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS AND NOW, comes the Petitioner/Defendant, Williams, LLC t/d/b/a Tanger's Appliances (the "LLC") by and through their counsel, Cunningham& Chernicoff, P.C., and submit this Petition to Strike, or, in the Alternative,to Open Judgment and Request for Stay of Proceedings, as follows: I. BACKGROUND 1. Respondents are Ronald L. Tanger and Marie M. Tanger(collectively the "Respondents"), adult individuals principally residing at 102 East Springville Road, Boiling Springs, Pennsylvania 17007 in Cumberland County. Respondents are the Plaintiffs in the above-captioned matter. 2. Defendant/Petitioner is a Pennsylvania limited liability company with a registered address of 19 Meade Drive, Carlisle, Pennsylvania 17013 in Cumberland County. There is only one entity. Petitioner is the Defendant in the above captioned matter. 3. Petitioners seek to evoke the equitable and discretionary powers of this Honorable 1 Court to strike, or, in the alternative, to open that certain Judgment entered in this Court on or about December 5, 2013 at docket number 2013-7215 (the "Judgment"). 4. On December 5, 2013, Respondent filed a Complaint in Confession of Judgment Under Pa.R.C.P. 2951 (the "Complaint") for the sum of$50,576.88. 5. The basis for the Complaint is the purported breach by Petitioner of a Promissory Note dated October 21, 2011 (the "2011 Note") between Petitioner in favor of Respondent, in the amount of$49,000.00, under and pursuant to an Asset Purchase Agreement between LLC and respondents (the "Agreement"). The Note contains a clause which purports to authorize Respondent to confess judgment against the signing party in the event of a breach thereof. 6. Respondents allege that the Note was signed by both Randy M. Williams ("Williams") in an individual capacity and as a member of the LLC. Respondents further allege that, in conjunction with the Note, on October 21, 2011, Petitioner signed a Disclosure Statement memorializing Petitioner's alleged understanding of the provisions of the Note including the right of Respondents to confess judgment. 7. Respondents additionally allege that Petitioner is in breach of a Commercial Lease Agreement(the "Lease") which allegedly obligates Petitioners to pay real estate taxes and insurance coverage costs to Respondents. The Lease contains a clause which purports to authorize Respondent to confess judgment for possession against the signing party in the event of a breach thereof but not for confession of judgment for money damages. 8. In the Complaint, Respondents seek to impose a cost of$4,921.00 against Petitioner for"unpaid, unsold and lost inventory" (the "Inventory Charges"). See Respondent's Complaint, ¶22c. 2 9. In the Complaint, Respondents seek to impose on Petitioner a cost of$6,709.00 and $5,765.13, for 2012 and 2013 real estate taxes and insurance premiums, respectively(the "Lease Charges"). See Respondent's Complaint,¶22g-h. 10. Williams, Petitioner's member, does not recall signing the Disclosure Statement or the Note. Further, Williams does not recall the provisions concerning the confession of judgment being explained to him. II. PETITION TO STRIKE JUDGMENT. 11. Petitioner herein incorporates the foregoing paragraphs as if more fully set forth herein. 12. A petition to strike judgment operates as a demurrer on the record, and may be granted"for a fatal defect or irregularity appearing on the face of the record." Resolution Trust Corp. v. Copley Qu-Wayne Assocs., 546 Pa. 98, 106, 683 A.2d 269, 273 (1996). 13. In reviewing a petition to strike judgment, courts may consider all of the documents filed by the judgment creditor, including the complaint. M. A. Petitioner did not owe any payment for inventory under the Note 14. Petitioner herein incorporates the foregoing paragraphs as if more fully set forth herein. 15. The Agreement sets forth two (2)components of the consideration to be allegedly paid thereunder. The first component is for equipment and machinery. Such sum is memorialized by the Note (the "Sale Consideration"). The second component of the consideration is an additional sum for the sale of the inventory, which includes the Inventory Charges. This sum is not memorialized by the Note. 3 16. Respondent's Complaint alleges that Petitioner is in default in the amount of $4,921.00 for unpaid, sold, destroyed, and lost inventory. However, the only instrument upon which Petitioners have issued a purported confession of judgment guaranteeing payment,the Note, does not contain a warrant for payment of Inventory Charges and unpaid, sold, destroyed, and lost inventory. The Note memorializes only the amount owed for the Sale Consideration. 17. Therefore, Respondents have pleaded insufficient facts to warrant entry of judgment in the amount$4,921.00 for the Inventory Charges. The confession of judgment is only warranted for sums owed under the Note. B. Petitioner does not owe payment for real estate taxes and insurance premiums under the Note 18. Petitioner herein incorporates the foregoing paragraphs as if more fully set forth herein. 19. Respondent's Complaint alleges that Petitioner is in default in the amount of $12,474.13 for the Lease Charges for 2012 and 2013 real estate taxes and insurance premiums under the Lease. However,the only instrument upon which Petitioners have issued a purported confession of judgment guaranteeing payment,the Note, does not contain a warrant for payment of real estate taxes or insurance premiums or for any other sums owed under the Lease. 20. Although Petitioner did sign a Confession of Judgment for Possession in conjunction with the Lease, such warrant is only for the entry of an action in ejectment against the LLC upon default, which is not the type of action Respondent initiated herein. 21. Therefore, Respondents have pleaded insufficient facts to warrant entry of judgment for the Lease Charges. 4 C. Petitioner did not knowingly grant the right for Respondent to confess judgment against it 22. Petitioner herein incorporates the foregoing paragraphs as if more fully set forth herein. 23. The LLC and Williams do not recall the Disclosure of Rights. The provisions as to the confession of judgment were not adequately explained (if explained at all), and thus,no waiver as to the right to be sued by Respondents and be afforded an opportunity to answer a Complaint before judgment is entered exists. III. PETITION TO OPEN JUDGMENT 24. Petitioner herein incorporates the foregoing paragraphs as if more fully set forth herein. 25. A Petition to Open a Judgment is addressed to the equitable powers of the Court and is a matter of judicial discretion. The Court will exercise this discretion when the Petition has been promptly filed and a meritorious defense can be shown. See generally Schultz v. Erie Ins. Exchange, 505 Pa. 90, 93, 477 A.2d 471, 472 (1984) citing Balk v. Ford Motor Co., 446 Pa. 137, 140, 285 A.2d 182 (1971). 26. In the current matter, the Instant Petition to Open was filed with this Court promptly after receiving notice of entry of Judgment. 27. A meritorious defense to the Complaint can be shown, as more fully set forth in this Petition. 28. Further, Williams does not recall signing the Disclosure Statement in conjunction with the Note, which he is alleged to have signed on October 21, 2011, as per Paragraph 11 of 5 Respondent's Complaint. 29. In the event the judgment is not stricken, this Court should exercise its equitable discretion to open the Judgment so as to allow Petitioner's meritorious defenses to be heard. IV. REQUEST FOR STAY OF PROCEEDINGS 30. Petitioner hereby incorporates all of the above paragraphs as if more fully set forth at length below. 31. Respondent has obtained the Judgment by confession. 32. The Judgment, for reasons stated above, should be opened to allow the Court to determine the meritorious defenses of the Petitioner. 33. Failure to stay all matters, including without limitation, any levy or attachment, would cause the Petitioner to incur unnecessary expense and unnecessary harm. 34. The harm that Petitioner would sustain far outweighs any potential injury that would be incurred by the Respondent as a result of this stay of all proceedings until the this Petition is heard. WHEREFORE, Petitioners, Williams, LLC and Williams, LLC t/d/b/a Tanger's Appliances, hereby respectfully request this Honorable Court strike the judgment docketed as set forth above for lack of jurisdiction, or, in the alternative, open the judgment docketed as set forth above so as to permit Petitioner's meritorious defenses to be heard, and that this Honorable Court 6 stay all proceedings in the interim. Furthermore, Petitioner respectfully requests this Honorable Court grant him such further relief as is just and proper. Respectfully Submitted, CUNNINGHAM & CHERNICOFF, P.C. By Robert E. Chernicoff, Esquire PA Supreme Court ID No: 23380 Gina L. Lauffer, Esquire PA Supreme Court ID No: 313863 CUNNINGHAM & CHERNICOFF, P.C. 2320 North Second. Street Harrisburg, PA 17110 Telephone: (717) 238-6570 Dated: January, 2014 7 VERIFICATION I, Randy Williams, authorized signor for Tanger's Appliances, the Defendant in the foregoing action, do hereby affirm that the statements made in the foregoing are true and correct to the best of my knowledge, information, and belief. I understand that this Verification is made subject to the penalties of 18 Pa. C.S.A., Section 4904, relating to unsworn falsification to authorities. Date: /2/Z y Z 0/ ,7 k/ B / / By: Rand Wil ams Y Y Tanger's Appliances VERIFICATION I, Randy Williams, authorized signor for Williams, LLC, the Defendant in the foregoing action, do hereby affirm that the statements made in the foregoing are true and correct to the best of my knowledge, information, and belief. I understand that this Verification is made subject to the penalties of 18 Pa. C.S.A., Section 4904, relating to unsworn falsification to authorities. Date: qz Y Zv(3 " / Y By: Ray Williams, LLC. CERTIFICATE OF SERVICE I, Julieanne Ametrano, Legal Assistant for the law office of Cunningham& Chernicoff, P.C., do hereby certify that a true and correct copy of the PETITION TO STRIKE, OR,IN THE ALTERNATIVE, TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS in the above-captioned matter was sent first class U.S. Mail, First Class Mail, postage prepaid on this date, to the following: Douglas G. Miller, Esquire Irwin& McKnight, P.C. 60 West Pomfret Street Carlisle, PA 17013-3222 CUNNINGHAM & CHERNICOFF, P.C. Date: Januar� , 2014 By:. ( t�lUt ó]fl' Julieanne Ametrano 2320 North Second Street Harrisburg, PA 17110 Telephone: (717)238-6570 F:\Home\GLAUFFER\DOCS\Williams LLC\Petition to Strike Judgment REVISED 01-02-14.wpd Xk \' RONALD L. TANGER and • IN THE COURT OF COMMON PLEAS MARIE M. TANGER, husband • OF CUMBERLAND COUNTY, and wife, PENNSYLVANIA • • Plaintiffs v. • NO. 2013-7215 r,t • »� ' WILLIAMS, LLC, and WILLIAMS, � LLC t/d/b/a TANGER'S APPLIANCES • • Defendants • = RULE 0 SHOW CAUSE AND NOW, this \ ay o 2014 it is hereb ORDERED that: hereby 1. A Rule is issued upon Respondent to show cause, if any it has, why the Judgment entered in the above-captioned matter should not be opened and the defenses of the Petitioner be permitted; 2. The Respondent shall file an Answer to the Petition to Open Judgment within 2(' days from the days of service upon the Petitioner; 3. The Petition shall be decided under Pa.R.C.P. 206.7; • . .. . .. • Argument shall be held nn In o room o. oftheC n .- • • • _ • NI - ; 6. Notice of the entry of this Order shall be provided to all parties by the Petitioner; and 7. All proceedings, including all executions on the judgment docketed hereto are stayed pending this Court's review and determination of the Petition to Open Judgment and ruling thereon and the entry of an Order dissolvin• such Stay. DES Ia• J. iZ. � ��, Thomas A. Placey R . Ifni L Common Pleas Judge Vu.//y �Y r, RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs, . NO. 2013—7215 CIVIL TERM v. CONFESSION OF JUDGMENT WILLIAMS, LLC, and WILLIAMS, LLC t/d/b/a TANGER'S APPLIANCES : Defendants. : C) "T1 PLAINTIFFS' ANSWER TO PETITION , :7; TO STRIKE OR OPEN JUDGMENT r- -<> .r- t r.; z AND NOW this 14th day of February, 2014, come the Plaintiffs, RONALI ?TAGS'.:' yc.and MARIE M. TANER, by and through their attorneys, Irwin & McKnight_,P.c, a d respectfully file this Answer to the Defendants' Petition to Strike, or in the alternative to Open Judgment and Request for Stay of Proceedings, and in support thereof aver as follows: 1. The averments of fact contained in paragraph one (1) of the Petition are admitted. 2. The averments contained in paragraph two (2) are denied as stated. It is admitted that Williams, LLC is a separate legal entity with registered office at 19 Meade Drive, Carlisle, and that it purchased from Plaintiffs the fictitious name of Tanger's Appliances. The remaining averments in paragraph two (2) are specifically denied and strict proof thereof is demanded at trial. 3. The averments contained in paragraph three (3) are conclusions of law to which no response is required. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. 4. The averments of fact contained in paragraph four (4) are admitted. 5. The averments contained in paragraph five (5) are denied as stated. The Asset Purchase Agreement and Note referenced by Defendants in paragraph five (5) speak for themselves and therefore no further answer is required. To the extent that a response is required, it is admitted that Defendants executed the Note both individually and as a member of Williams, LLC as part of the financing of the purchase of Plaintiffs' appliance business. The remaining averments in paragraph five (5) are specifically denied and strict proof thereof is demanded at trial. 6. The Note and Disclosure Statement referenced in paragraph six (6) and attached to Plaintiffs' Complaint speak for themselves and therefore no further answer is required. To the extent that a response is required, it is specifically denied that Defendants' description of the documents is complete and therefore the averments in paragraph six (6) are specifically denied and strict proof thereof is demanded at trial. 7. The Commercial Lease referenced in paragraph seven (7) and filed as part of the Complaint in this matter speaks for itself and therefore no further answer is required. To the extent that a response is required, it is specifically denied that Defendants' description of the document and nature of both the sale of Plaintiffs' appliance business and lease of the property is complete, and therefore the averments in paragraph seven are specifically denied and strict proof thereof is demanded at trial. 8. The Complaint referenced in paragraph eight (8) and filed in this matter speaks for itself and therefore no further answer is required. To the extent that a response is required, it is specifically denied that Defendants' description of the document and nature of both the sale of Plaintiffs' appliance business and lease of the property is complete, and therefore the averments in paragraph seven are specifically denied and strict proof thereof is demanded at trial. 9. The Complaint referenced in paragraph nine (9) and filed in this matter speaks for itself and therefore no further answer is required. To the extent that a response is required, it is specifically denied that Defendants' description of the document and nature of both the sale of Plaintiffs' appliance business and lease of the property is complete, and therefore the averments in paragraph seven are specifically denied and strict proof thereof is demanded at trial. 2 10. After reasonable investigation Plaintiffs are without knowledge or information sufficient to form a belief as to the truth of the averments contained in paragraph ten (10) of the Petition. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. By way of further answer, Defendants did consult with their own legal counsel prior to signing the relevant documents and did in fact sign the documents as represented by Plaintiffs. RESPONSE TO PETITION TO STRIKE JUDGMENT 11. The answers provided by Plaintiffs in the foregoing paragraphs are hereby incorporated into the following additional responses. 12. The averments contained in paragraph twelve (12) are conclusions of law to which no response is required. To the extent a response is required it is specifically denied that a "fatal defect or irregularity" appears on the face of the record and strict proof thereof is demanded at trial. 13. The averments contained in paragraph thirteen (13) are conclusions of law to which no response is required. 14. The answers provided by Plaintiffs in the foregoing paragraphs are hereby incorporated into the following additional responses. 15. The averments contained in paragraph fifteen (15) are denied as stated. The Asset Purchase Agreement and Note referenced by Defendants in paragraph fifteen (15) speak for themselves and therefore no further answer is required. To the extent that a response is required, the averments are specifically denied and strict proof thereof is demanded at trial. 16. The averments contained in paragraph sixteen (16) are denied as stated. The Complaint and Note referenced by Defendants in paragraph sixteen (16) speak for themselves and therefore no further answer is required. To the extent that a response is required, it is admitted that Defendants executed both the Note and Commercial Lease Agreement as part of 3 the financing of the purchase of Plaintiffs' appliance business. The remaining averments in paragraph sixteen (16) are specifically denied and strict proof thereof is demanded at trial. 17. The averments contained in paragraph seventeen (17) are conclusions of law to which no response is required. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. 18. The answers provided by Plaintiffs in the foregoing paragraphs are hereby incorporated into the following additional responses. 19. After reasonable investigation Plaintiffs are without knowledge or information sufficient to form a belief as to the truth of the averments contained in paragraph seventeen (17) of the Petition. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. By way of further answer, Defendant did consult with his own legal counsel prior to signing the relevant documents and did in fact sign the documents as represented by Plaintiffs. 20. The averments contained in paragraph twenty (20) are denied as stated. The Commercial Lease Agreement and Disclosure of Confession of Judgment referenced by Defendants in paragraph twenty (20) speak for themselves and therefore no further answer is required. To the extent that a response is required, the averments are specifically denied and strict proof thereof is demanded at trial. 21. The averments contained in paragraph twenty-one (21) are conclusions of law to which no response is required. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. 22. The answers provided by Plaintiffs in the foregoing paragraphs are hereby incorporated into the following additional responses. 23. After reasonable investigation Plaintiffs are without knowledge or information sufficient to form a belief as to the truth of the averments contained in paragraph twenty-three (23) of the Petition. To the extent a response is required the averments are specifically denied 4 and strict proof thereof is demanded at trial. By way of further answer, Defendants did consult with their own legal counsel prior to signing the relevant documents and did in fact sign the documents as represented by Plaintiffs. RESPONSE TO PETITION TO OPEN JUDGMENT 24. The answers provided by Plaintiffs in the foregoing paragraphs are hereby incorporated into the following additional responses. 25. The averments contained in paragraph twenty-five (25) are conclusions of law to which no response is required. 26. The averments contained in paragraph twenty-six (26) are conclusions of law to which no response is required. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. 27. The averments contained in paragraph twenty-seven (27) are conclusions of law to which no response is required. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. 28. After reasonable investigation Plaintiffs are without knowledge or information sufficient to form a belief as to the truth of the averments contained in paragraph twenty-eight (28) of the Petition. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. By way of further answer, Defendants did consult with their own legal counsel prior to signing the relevant documents and did in fact sign the documents as represented by Plaintiffs. 29. The averments contained in paragraph twenty-nine (29) are conclusions of law to which no response is required. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. 5 RESPONSE TO REQUEST FOR STAY OF PROCEEDINGS 30. The answers provided by Plaintiffs in the foregoing paragraphs are hereby incorporated into the following additional responses. 31. The averments of fact contained in paragraph thirty-one (31) are admitted. 32. The averments contained in paragraph thirty-two (32) are conclusions of law to which no response is required. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. 33. The averments contained in paragraph thirty-three (33) are conclusions of law to which no response is required. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. 34. The averments contained in paragraph thirty-four (34) are conclusions of law to which no response is required. To the extent a response is required the averments are specifically denied and strict proof thereof is demanded at trial. WHEREFORE, Plaintiffs, Ronald L. Tanger and Marie M. Tanger, respectfully request this Honorable Court to dismiss the Defendants' Petition, with prejudice, along with such other and further relief as this Court deems just. Respectfully submitted, IRWIN & McKNIGHT, P.C. ik I By: drlki,L.?A Douglas G. i ler, s uire Supreme C rt I.D. No. 83776 60 West Pomfret Street Carlisle, Pennsylvania 17013 (717) 249-2353 Attorney for Plaintiffs Date: February 14, 2014 6 VERIFICATION The foregoing document is based upon information which has been gathered by our counsel and ourselves in the preparation of this action. We have read the statements made in this document and they are true and correct to the best of our knowledge, information and belief. We understand that false statements herein made are subject to the penalties of 18 Pa.C.S.A. Section 4904, relating to unsworn falsification to authorities. RONALD L. TA ER MARIE M. TANGS Date: 2/14/14 CERTIFICATE OF SERVICE I, Douglas G. Miller, Esquire, do hereby certify that I have served a true and correct copy of the foregoing document upon the persons indicated below both by email and by first class United States mail, postage paid in Carlisle, Pennsylvania 17013, on the date set forth below: Robert E. Chernicoff, Esquire Cunningham& Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 Date: February 14, 2014 IRWIN & McKNIGHT, P.C. ) �L.FLb I5IAL)• Douglas Miller, squire Supreme ourt I.D. No. 83776 West Pomfret Professional Building 60 West Pomfret Street Carlisle, Pennsylvania 17013-3222 (717) 249-2353 Attorney for Plaintiffs QF THE PRO THCNOTA.-, 2014 APR -4 AN 10: 57 RONALD L. TANGER and MARIEKIBERL ,ND COUNT TANGER, husband and wife, PENNS V Plaintiffs v. WILLIAMS, LLC and WILLIAMS, LLC t/d/b/a TANGER'S APPLIANCES, Defendants €ountp of Cumberianb IN THE COURT OF COMMON PLEAS OF THE NINTH JUDICIAL DISTRICT 2013-07215 CIVIL TERM IN RE: DEFENDANTS' PETITION TO STRIKE, OR, IN THE ALTERNATIVE, TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS AND PLAINTIFFS' ANSWER TO PETITION TO STRIKE OR OPEN JUDGMENT ORDER OF COURT AND NOW, this4 day of April 2014, upon consideration of Defendants' Petition to Strike, or, in the Alternative, to Open Judgment and Request for Stay of Proceedings and Plaintiffs' Answer to Petition to Strike or Open Judgment, ARGUMENT on the Petition is scheduled for 13 June 2014 at 11:30 a.m. in Courtroom No. 6 of the Cumberland County Courthouse, Carlisle, Pennsylvania. Briefs should be filed at least FIVE (5) DAYS before Argument. Both parties should state their position on: 1) whether there is authority to confess judgment for each of the enumerated amounts, 2) whether there was an enforceable agreement requiring Defendants to pay Plaintiffs for the inventory items and how the amount to be paid should be calculated, 3) whether Paragraph 24 of the Commercial Lease Agreement should be interpreted to allow confession of judgment for money damages or simply confession of judgment for possession, 4) any other issues deemed material to the Petition to Strike, or in the Alternative, Open Judgment. BY THE COURT, Thomas A. Placey C.P.J. Distribution List: .,VDouglas G. Miller, Esq. ,A4obert E. Chernicoff, Esq. frztl..c.ct, yfet iy ; . UNI 13 FN 1 : , t 'MM C Gi ij PENNSYLVANIA RONALD L. TANGER and IN THE COURT OF COMMON PLEAS MARIE M. TANGER, husband OF CUMBERLAND COUNTY, and wife, PENNSYLVANIA Plaintiffs/Respondents V. NO. 2013-7215 WILLIAMS, LLC, and WILLIAMS, LLC t/d/b/a TANGER'S APPLIANCES Defendants/Petitioners PETITIONERS' PRAECIPE TO WITHDRAW PETITION TO STRIKE, OR, IN THE ALTERNATIVE, TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS On behalf of the Petitioners, kindly withdraw the Petition to Strike, or, in the in the Alternative, to Open Judgment and Request for Stay of Proceedings in the above-referenced matter. Respectfully submitted, CUNNINGHAM & CHERNICOFF, P.C. 9 Date: June 12, 2014 By Robert E. Chemic s re PA Supreme Court ID No: 23 /� Gina L. Lauffer, Esquire PA Supreme Court ID No: 313863 CUNNINGHAM & CHERNICOFF, P.C. 2320 North Second. Street Harrisburg, PA 17110 Telephone: (717) 238-6570 ...a�'e-r...<..�-,..a..:,-». ., ... .�6.: _.c____._-��^�a. tw.-aasame.+ed++:�l'�� ��`�'G-..nr�:+...,...... .. �+.'e'.��a. r,��.sw: �.K::'-s.-�«.n�-:—r-ti+Y.. ��•�-,x,-.;.: .y.., ar.:._. .., CERTIFICATE OF SERVICE I, Joanne Bartley, Legal Assistant for the law office of Cunningham& Chernicoff, P.C., do hereby certify that a true and correct copy of the PETITIONERS' PRAECIPE TO STRIKE, OR,IN THE ALTERNATIVE,TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS in the above-captioned matter was sent first class U.S. Mail, First Class Mail,postage prepaid on this date,to the following: Douglas G. Miller, Esquire Irwin& McKnight, P.C. 60 West Pomfret Street Carlisle, PA 17013-3222 CUNNINGHAM & CHERNICOFF, P.C. Date: June` 2014 By: l Joanne Bartley 2320 North Second Street Harrisburg, PA 17110 Telephone: (717)238-6570 C:\Users\jbartley\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\OY79RRO7\Praecipe to Withdraw Action.wpd IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVA CIVIL DIVISION PRAECIPE FOR WRIT OF EXECUTION Ronald L. Tanger and Marie M. Tangen ®Confessed Judgment Plaintiff ❑ Other VS. File No. 2013'_—'7215 (C3 03 Williams, LLC and Williams, LLC Amount Due $50.576.88 z/d/b/a Tanger's Appliancligefendant Interest $1,928.85 Address: Atty's Comm $5,057.69 19 Meade Drive, Carlisle, PA 17013. Costs 1188 Greenfield Drive, Mechanicsburg,446 07.... 17055 TO THE PROTHONOTARY OF THE SAID COURT: The undersigned hereby certifies that the below does not arise out of a retail installment sale, contract, or account based on a confession of judgment, but if it does, it is based on the appropriate original proceeding filed pursuant to act 7 of 1966 as amended; and for real property pursuant to Act 6 of 1974 as amended. Issue writ of execution in the above matter to the Sheriff of Cumberland County, for debt, interest and costs, upon the following described property of the defendant (s) All personal property of the Defendants Williams, LLC and Williams, LLC t/d/b/a Tanger's Appliances and specifically those items listed on Exhibit "A" believed to be located at 19 Meade Drive, Carlisle, PA 17013 and 1188 Greenfield Drive, Mechanicsburg, PA 17055. PRAECIPE FOR ATTACHMENT EXECUTION Q( Issue writ of attachment to the Sheriff of Cumber] and County, for debt, interest 0e V ` and costs, as above, directing attachment against the above-named garnishee(s) for the following property dip d (if real estate, supply six copies of the description; supply four copies of lengthy personalty list) AD P Metro Bank accounts in the name of Williams, LLC and Williams, LLC t./d/b/a/ il5 015 Tanger's Appliances and specifically including that account #2840077404 and all other property of the defendant(s) in the possession, custody or control of the said garnishee(s). (Indicate) Index this writ against the garnishee (s) as a lis pendens against real estate of the defendant(s) described in the attached exhibit. Date July 25, 2014 Signature: dq .00 RD ATP/ 46.00 CBF # 75.0o - P D fcrt`/ 41,15 aLCt, •50 U. C# 650.1 .309 058 Print Name: Address: Attorney for: Plaintiffs Douglas G. Miller, Esquire 60 West Pomfret Street Carlisle, PA 17013 Telephone: (717) 249-2353 Supreme Court ID No: 83776 RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs, NO. 2013 — 7215 CIVIL TERM v. CONFESSION OF JUDGMENT WILLIAMS, LLC, and WILLIAMS, . LLC t/d/b/a TANGER'S APPLIANCES : Defendants. : Property Inventory List for Writ of Execution • 1998 Isuzu Diesel Truck with 8x18 box & electric lift gate (VIN #JALC4B1KXW7002463) • 1995 GMC Truck with or without Boss snow plow (VIN #1GTEK14K7SZ521135) • Keys for vehicles listed above • Power Lift Dolly (Power Mate Model L1) • Numerous & various appliance repair & replacement parts • Wireless Transmitter for electronic sign (with antenna & computer connection cables) • Software CDs for electronic sign • HP Laptop Computer • Dell Laptop Computer • Dell Laser Printer • (2) Desktop Computers • Copier • Telephone System & telephones • Office Furniture including tables, desks, & chairs • Fire & Security System (with security cameras) • 25 Cubic Ft LG Refrigerator • 18 Cubic Ft Whirlpool Refrigerator • Fax Machine • (2) Standard dollies • (1) Steel dolly • Cash Register • HON file cabinets (at least 3) EXHIBIT "A" THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PA DAVID D. BUELL, PROTHONOTARY One Courthouse Square • Suite100 • Carlisle, PA • 17013 (717) 240-6195 www.ccpa.net RONALD L. TANGER and MARIE M. TANGER Vs. Term WILLIAMS, LLC and WILLIAMS, LLC t/d/b/a TANGER'S APPLIANCES WRIT OF EXECUTION (Pa R.C.P. 3252) NO 2013-7215 Civil CIVIL ACTION — LAW TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy the judgment, interest and costs against WILLIAMS, LLC and WILLIAMS, LLC t/d/b/a TANGER'S APPLIANCES, 19 Meade Drive , Carlisle, PA 17013 & 1188 Greenfield Drive, Mechanicsburg PA 17055 Defendant (s) (1) you are directed to levy upon the property of the defendant (s) and to sell the defendant (s) interest therein; All personal property of the Defendants Williams, LLC and Williams, LLC t/d/b/a TAnger's Appliances and specifically those items listed on Exhibit "A" believed to be located at 19 Meade Dr, Carlisle, PA 17013 and 1188 Greenfield Dr, Mechanicsburg, PA 17055. (2) you are also directed to attach the property of the defendant (s) not levied upon in the possession of METRO BANK, 20 Noble Blvd, Carlisle, PA, GARNISHEE(S), as garnishee, (Specifically describe property) and to notify the garnishee that All accounts in the name of Williams, LLC and Williams, LLC t/d/b/a Tanger's Appliances and specifically including that account #2840077404. (a) an attachment has been issued; (b) except as provided in paragraph (c), the garnishee is enjoined from paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant (s) or otherwise disposing thereof; (c) the attachment shall not include (i) the first $10,000 of each account of the defendant (s) with a bank or other financial institution containing any funds which are deposited electronically on a recurring basis and are identified as being funds that upon deposit are exempt from execution, levy or attachment under Pennsylvania or federal law. 1 (ii) each account of the defendant (s) with a bank or other financial institution in which funds on deposit exceed $10,000.00 at any time if all funds are deposited electronically on a recurring basis and are identified as being funds that upon deposit are exempt from execution, levy or attachment under Pennsylvania or federal law. (iii) any funds in an account of the defendant (s) with a bank or other financial institution that total $300 or less. If multiple accounts are attached, a total of $300 in all accounts shall not be subject to levy and attachment as determined by the executing officer. The funds shall be set aside pursuant to the defendant (s) general exemption provided in 42 Pa.C.S. § 8123. (3) if property of the defendant (s) not levied upon and subject to attachment is found in the possession of anyone other than a named garnishee, you are directed to notify such other person that he or she has been added as a garnishee and is enjoined as above stated. Amount Due $50,576.88 Plaintiff Paid Interest -- $1,928.85 Law Library 5.50 Attorney's Comm. -- $5,057.69 Due Prothonotary $2.25 Attorney Paid $75.00 Other Costs Date: 7/25/14 (Seal) REQUESTING PARTY: Name : DOUGLAS G. MILLER, ESQUIRE Address: IRWIN & MCKNIGHT, PC 60 W POMFRET STREET CARLISLE, PA 17013 Attorney for: PLAINTIFF Telephone: 717-249-2353 Supreme Court ID No. 83776 1.LIM David D. Buell, Prothonotary MAJOR EXEMPTIONS UNDER PENNSYLVANIA AND FEDERAL LAW 1. $300 statutory exemption 2. Bibles, school books, sewing machines, uniforms and equipment 3. Most wages and unemployment compensation 4. Social Security benefits 5. Certain retirement funds and accounts 6. Certain veteran and armed forces benefits 7. Certain insurance proceeds 8. Such other exemptions as may be provided by law 2 Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor SHERIFF'S OFFICE OF CUMBERLAND COUNTY :LL U-ut- r !C L THE PROTHONOTAR' OFF)CE OF THE SHERIFF 9014 AUG I I AM I I: 01 CUMBERLAND COUNTY PENNSYLVANIA i Ronald L Tanger (et al.) vs. Williams, LLC (et al.) Case Number 2013-7215 SHERIFF'S RETURN OF SERVICE 08/06/2014 12:13 PM - Jamie DiMartle, Deputy, who being duly sworn according to law, attached as herein commanded all goods, chattels, rights, debts, credits, and monies of the Defendant, in the hands, possession, or control of the within named garnishee, Metro Bank, 65 Ashland Ave, Carlisle Borough, Carlisle, PA 17013, Cumberland County, by handing to Joseph Schroeder, Customer Service Representative, personally six copies of interrogatories together with six true and attested copies of the Writ of Execution and made the contents there of known to him. August 07, 2014 (c) CountySuite Shonti. "i eieosoft, Inc. ii�.li1� VI,tY ami IE DIMARTLE, DEPUTY SO ANSWERS, 5":a RONR ANDERSON, SHERIFF RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs, NO. 2013 — 7215 CIVIL TERM v. CONFESSION OF JUDGMENT WILLIAMS, LLC, and WILLIAMS, c , LLC t/d/b/a TANGER'S APPLIANCES : s.. Defendants. /1 rn CU c � �_ "' INTERROGATORIES TO GARNISHEE � > N Dnp ..0 v0 C_ TO: Metro Bank, Garnishee v-''' -i Cr You are required to file answers to the following Interrogatories within twenty (20) days after service upon you. Failure to do so may result in judgment against you. 1 At the time you were served or at any subsequent time did you owe the Defendant(s) any money or were you liable to Defendant(s) on any negotiable or other written instrument, or did Defendant(s) claim that you owed Defendant(s) any money or were liable to Defendant(s) for any reason? No Accounts 2. At the time you were served or at any subsequent time was there in your possession, custody, control or in the joint possession, custody or control of yourself and one or more persons any property of any nature owned solely or in part by the Defendant(s)? 3. At the time you were served or any subsequent time did you hold legal title to any property of any nature owned solely or in part by the Defendant(s) or in which the Defendant(s) held or claimed any interest? 4. At the time you were served or at any subsequent time did you hold as fiduciary any property in which the Defendant(s) had any interest? 5. At any time before or after you were served did the Defendant(s) transfer or deliver any property to you or to any person or place pursuant to your direction or consent and what was the consideration thereof? 6. At any time after you were served did you pay, transfer or deliver any money or property to the Defendant(s) or to any person or place pursuant to the Defendant's direction or otherwise discharge any claim of the Defendant(s) against you? 7. If you are a bank or other financial institution, at the time you were served or any subsequent time did the Defendant(s) have funds on deposit in an account in which funds are deposited electronically on a recurring basis and which are identified as being funds that upon deposit are exempt from execution, levy or attachment under Pennsylvania or Federal law? If so, identify each account and state the reason for the exemption and the entity electronically depositing those funds on a recurring basis. 8. If you are a bank or other financial institution, at the time you were served or at any subsequent time did the Defendant(s) have funds on deposit in an account in which the funds on deposit, not including any otherwise exempt funds, did not exceed the amount of the general exemption under 42 Pa.C.S. § 8123? If so, identify each account. 9. How much is the value of any property in your possession belonging to the Defendant(s)? 10. In the space below, the Plaintiff may set forth additional appropriate Interrogatories. Date: July 25, 2014 2 IRWIN & McKN1GHl, P.C. Douglas Miller, squire Supreme Court I.D. No. 83776 West Pomfret Professional Building 60 West Pomfret Street Carlisle, PA 17013-3222 (717) 249-2353 Attorney for Defendants VERIFICATION The undersigned does hereby verify subject to the penalties of 18 PA. C.S. § 4904 relating to unsworn falsifications to authorities, that he/she is Jennifer Hilbish (Name) Levy Specialist of Metro Bank, garnishee herein, (Title) (Company) that he/she duly authorized to make this verification, and that the facts set forth in the foregoing Answers to Interrogatories are true and correct to the best of his/her knowledge, information and belief. Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor SHERIFF'S OFFICE OF CUMBERLAND COUNTY OFF iC E OF THE S-HERIFF FILED -OH -a CW T'HE PROTHONOTARY A114 OCT _.8 PH 2: 51 CUMBERLAND COUNTY PENNSYLVANIA Ronald L Tanger (et al.) vs. Williams, LLC (et al.) Case Number 2013-7215 SHERIFF'S RETURN OF SERVICE 08/06/2014 12:13 PM - Jamie DiMartle, Deputy, who being duly sworn according to law, attached as herein commanded all goods, chattels, rights, debts, credits, and monies of the Defendant, in the hands, possession, or control of the within named garnishee, Metro Bank, 65 Ashland Ave, Carlisle Borough, Carlisle, PA 17013, Cumberland County, by handing to Joseph Schroeder, Customer Service Representative, personally six copies of interrogatories together with six true and attested copies of the Writ of Execution and made the contents there of known to him. 10/01/2014 09:38 PM - Deputy Shawn Harrison, being duly sworn according to law, served the requested Writ of Execution and Claim for Exemption Form to a person representing themselves to be Randy Williams, President, who accepted as "Adult Person in Charge" for the within named Defendant, to wit: Williams, LLC at 19 Meade Drive, North Middleton Township, Carlisle, PA 17013, informed person of contents of same and levied upon personal property as directed. Copy of levy mailed to attorney and letter mailed to defendant on October 2, 2014. 10/01/2014 09:38 PM - Deputy Shawn Harrison, being duly sworn according to law, served the requested Writ of Execution and Claim for Exemption Form to a person representing themselves to be Randy Williams, President, who accepted as "Adult Person in Charge" for the within named Defendant, to wit: Williams, LLC t/d/b/a Tanger's Appliances at 19 Meade Drive, North Middleton Township, Carlisle, PA 17013, informed person of contents of same and levied upon personal property as directed. Copy of levy mailed to attorney and letter mailed to defendant on October 2, 2014. 10/07/2014 Deputy Jamie DiMartle went to 1743 W Trindle Road, Carlisle, PA. The reason for this was Randy Williams, owner of Tanger's Appliances, stated that he had left some of the property on "Exhibit A" at the premises at 1743 W Trindle Road, Carlisle. The items are as follows: Wireless transmitter for electronic sign Software CD's for electronic sign Telephone system & telephones Fire & Security System (with security cameras) 25 cubic foot LG refrigerator 18 cubic foot Whirlpool refrigerator Deputy Dimartle learned the following: Wireless transmitter for electronic sign WAS NOT AT THE BUILDING WHEN NEW RENTORS TOOK OVER Software CD's for electronic sign - WAS NOT AT THE BUILDING WHEN NEW RENTORS TOOK OVER Telephone system & telephones - THROWN OUT WHEN BUILDING WAS REMODELED Fire & Security System (with security cameras) - THROWN OUT WHEN BUILDING WAS REMODELED 25 cubic foot LG refrigerator - WAS NOT AT THE BUILDING WHEN NEW RENTORS TOOK OVER 18 cubic foot Whirlpool refrigerator - WAS NOT AT THE BUILDING WHEN NEW RENTORS TOOK OVER (c) Cour tySuitc Sheriff, Tcieosoft. inc. October 08, 2014 (c) CountySuite Sheriff, Teleosoft, Inc. SO ANSWERS, RONNY R ANDERSON, SHERIFF