U. S. BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Re: TRANSCARE CORPORATION, et al., Case No.: 16-10407 (SMB) (Jointly Administered) Salvatore LaMonica, Esq., Chapter 7 Trustee TERMS AND CONDITIONS OF SALE Auction Dates: Wednesday, April 20, 2016 at 11:00 a.m. (the “Brooklyn Auction”) Wednesday, May 4, 2016 at 11:00 a.m. (the “Mt Vernon Auction”) Friday, May 6, 2016 at 11:00 a.m. (the “Poughkeepsie Auction”) Wednesday, May 11, 2016 at 11:00 a.m. (the “Pittsburgh Auction”) Thursday, May 12, 2016 at 11:00 a.m. (the “Maryland Auction”) __________________ (the “Central Islip Auction”) 1. These Terms and Conditions of Sale are promulgated in connection with the Bankruptcy Court authorized public auction sale (the “Auction”) of the Debtor’s assets including but not limited to vehicles, equipment, fixtures, medical supplies and prescription drugs (collectively, the “Assets”). The seller of the Assets is Salvatore LaMonica, Chapter 7 Trustee (the “Trustee”) of the Debtor’s bankruptcy estate. The Auctions will be held on Wednesday, April 20, 2016 at 11:00 a.m. at 435 Hamilton Avenue, Brooklyn, New York, (the “Brooklyn Auction”); on Wednesday, May 4, 2016 at 11:00 a.m. at 718 South Fulton Avenue, Mt. Vernon, New York (the “Mt Vernon Auction”); on Friday, May 6, 2016 at 11:00 at _______________, (the “Poughkeepsie Auction”), Wednesday, May 11, 2016 at 400 Seco Road, Monroeville, Pennsylvania, (the “Pennsylvania Auction”) and Thursday, May 12, 2016 at 11:00 a.m. at 1125 Desoto Road, Baltimore, Maryland (the “Maryland Auction”) and on __________________ at 10:30 a.m. at the Auctioneer’s Office located at 39 Windsor Place, Central Islip, NY 11722 (the “Central Islip Auction”), all locations collectively referred to as (the “Premises”). 2. The Assets are being sold "as is", "where is", without any representations, covenants, guarantees or warranties of any kind or nature whatsoever, except for title. 3. 25% minimum deposit in cash or certified funds (the “Deposit”) is required from all bidders at the time of knockdown, as well as name, address and telephone number or bid paddle number. 4. Payments of the balance of the purchase price must be made in cash, certified funds, or wire transfer, and are required to be paid in full by: -12:00 noon on Friday, April 22, 2016 for the Brooklyn Auction Assets (the “Brooklyn Payment Deadline”); -12:00 noon on Friday, May 6, 2016 for the Mt Vernon Auction Assets (the “Mt. Vernon Payment Deadline”); -12:00 noon on Monday, May 9, 2016 for the Poughkeepsie Auction Assets (the “Poughkeepsie Deadline”) -12:00 noon on Thursday, May 12, 2016 for the Pennsylvania Auction Assets (the “Pennsylvania Deadline”) 4:00 p.m. on Thursday, May 12, 2016, the day of the sale for the Maryland Auction Assets (the “Maryland Deadline”) 4:00 pm on Tuesday , the day of the sale for the Central Islip Assets (the “Central Islip Deadline”) (Collectively the “Payment Deadline”). All instruments are to be made payable to Maltz Auctions, Inc. (the “Auctioneer”). 5. Removal of all items will be conducted between the hours of 8:00 a.m. and 4:00 p.m. weekdays only, and must be completed by no later than: -4:00 pm on Monday, April 25, 2016 for the Brooklyn Auction Assets (the “Brooklyn Removal Deadline”); -4:00 pm on Monday, May 9, 2016 for the Mt. Vernon Auction Assets (the “Mt Vernon Removal Deadline”); -4:00 pm on Wednesday, May 11, 2016 for the Poughkeepsie Auction Assets (the Poughkeepsie Removal Deadline -4:00 pm on Thursday, May 12, 2016 for the Pennsylvania Auction Assets (the Pennsylvania Removal Deadline) -4:00 pm on Friday, May 13, 2016 for the Maryland Auction Assets (the Maryland Removal Deadline) -4:00 pm on Tuesday _____________ for the Central Islip Auction Assets (the “Central Islip Removal Deadline”). (Collectively the “Removal Deadline”). Removal will be during the hours of 8:00 a.m. and 4:00 p.m. 6. All items purchased are required to be removed by the successful bidder at his/her/its own cost, risk and expense from the Premises by the Removal Deadline. Neither the Auctioneer, nor the Trustee shall have any responsibility for any item left on the Premises after payment has been made and the Removal Deadline has passed. Any items left at the Premises after the Removal Deadline may be deemed abandoned or resold by the Trustee. 7. Any such successful bidder will only be authorized to remove any items purchased once full payment of the purchase price is received by the Trustee and/or the Auctioneer. If full payment is not received by the Payment Deadline the Deposit will be forfeited by the successful bidder. 8. In the event of any disputed bid, the Trustee reserves the right to immediately put up for sale such item(s) that is/are the subject of such dispute. 9. The Trustee reserves the right to sell the Assets in bulk, consecutive lot number order, or in any order he deems advisable or other methods as deemed appropriate by the Auctioneer and/or the Trustee. 10. The auction sheets and records of sale as set forth by the Auctioneer must be accepted as final by all buyers. 11. In the event that the successful bidder fails to comply with the terms of final payment and removal as provided for herein, the Trustee reserves the right to resell the items concerned, without any notice whatsoever to the successful bidder concerned. The Deposit will be forfeited and any such successful bidder will remain liable for any deficiency, as well as the costs and expenses incurred by such resale. 12. No allowances or adjustments of any kind will be made. 13. The Auctioneer and/or the Trustee will not bound by any actions or statements made by any other person other than himself. 14. The Auction is subject to confirmation by the Trustee and the Trustee reserves the right to refuse or accept any and all bids. 15. Applicable sales tax will be collected unless any such successful bidder supplies a valid resale certificate. 16. IRS regulations require the Auctioneer to report all cash payments exceeding $10,000.00 from any one individual. 17. These Terms and Conditions of Sale are read at the beginning of the Auction and will be posted at the Premises during the Auction so that all prospective purchasers are deemed to have full knowledge of the same regardless of what time they entered the Premises. By making a bid for the Assets, all bidders will be deemed to have acknowledged having read these Terms and Conditions of Sale and having agreed to be bound by them. 18. There will be no refunds, substitutions or exchanges of deposits and all sales are final. 19. The sale of the Assets will be subject to buyer’s premium (the “Buyer’s Premium”) in the amount of Twelve and a half percent (12.5%) of the gross sales price of the Assets. The Buyer’s Premium shall be added to the final sale price and payable by the successful bidder(s) of the Assets, and the estate shall not be responsible to pay any portion of the Buyer’s Premium. 20. Bid rigging is illegal, and suspected violations will be reported to the Department of Justice for investigation and prosecution. Any determination that a successful bidder, second bidder, or any competing bidder has engaged in bid rigging will result in the forfeiture of the Deposit. 21. Pursuant to Bankruptcy Rule 6004-1 no appraiser, auctioneer or officer, director, stockholder, agent, employee or insider of any appraiser of auctioneer, or relative of any of the foregoing, shall purchase, directly or indirectly, or have a financial interest in the purchase of, any property of the estate that the appraiser or auctioneer has been employed to appraise or sell.