EXHIBIT (g)
ASSET PURCHASE AGREEMENT
TTHIS ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of September
6, 1996 by and among LOETITIA ADAM ST. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ST. ▇▇▇▇▇ ("St.
▇▇▇▇▇"), TWB GOURMET FOODS, INC., a Virginia corporation ("TWB") CP SPECIALTY
FOODS, INC. ("CP Specialty Foods") and ▇▇▇▇▇▇▇▇'▇ FOODS, INC. (the
"▇▇▇▇▇▇▇▇'▇").
R E C I T A L S
A. Capitalized terms used in the Recitals to this Agreement shall have
the meanings assigned in Article I.
B. CP Specialty Foods desires to purchase certain assets of TWB and TWB
desires to sell certain assets of TWB to CP Specialty Foods.
C. St. ▇▇▇▇▇ has agreed to release TWB of any liability under the
Employment Contract or license agreement.
D. St. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇'▇ and TWB have agreed to execute general
releases, releasing each other from any and all obligations unless expressly set
forth herein to the contrary.
A G R E E M E N T
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1 Defined Terms. As used in this Agreement, the following terms
have the following meanings:
"Accounts Receivable" shall mean indebtedness owed to TWB arising out of
the ordinary course of business which are more accurately listed in Schedule
3.6.
"Agreement" shall mean this Asset Purchase Agreement, as amended,
supplemented or otherwise modified from time to time.
"Closing Date" shall mean September 6, 1996.
"Collateral" shall mean Equipment, the License Agreement, Inventory and
Accounts Receivable.
"Contract Date" shall mean the date set forth on page 1 of the Agreement.
"Contractual Obligation" shall mean as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or undertaking to
which such Person is a party or by which it or any of its property is bound.
"Employment Contract" shall refer to the employment agreements between St.
▇▇▇▇▇ and TWB dated September 5, 1994 as the same may have been amended,
supplemented or otherwise modified from time to time.
"Financing Statements" shall refer to the documents filed to perfect TWB's
lien in the Collateral.
"GAAP" shall mean generally accepted accounting principles as in effect
from time to time.
"General Release" shall mean the General Mutual Release to be executed by
St. ▇▇▇▇▇, TWB, CP Specialty Foods and ▇▇▇▇▇▇▇▇'▇ at closing in a form
acceptable to all parties and their counsel.
"Guarantors" shall refer to St. ▇▇▇▇▇.
"Indebtedness" as to any Person, at a particular time, (a) all Indebtedness
for borrowed money or for the deferred purchase price of property or services in
respect of which such Person is liable, contingently or otherwise, as obligor,
guarantor or otherwise, or in respect of which such Person otherwise assures a
creditor against loss, including, without limitation, accounts payable, accrued
expenses and other current liabilities, and inter-company accounts, and (b) all
liabilities secured by any Lien on any property owned by such Person even though
such Person has not assumed or otherwise become liable for the payment thereof.
"Inventory" shall mean good and useable raw material, finished goods and
supplies of CP Specialty Foods.
"Lease Agreement" shall mean the Industrial Lease Agreement dated August
17, 1994 by and between Wendall's Machine & Welding, Inc. and TWB.
"License Agreement" shall mean the License Agreement between St. ▇▇▇▇▇ and
CP Specialty Foods dated April 24, 1996.
"Lien" shall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of any financing statement under the Uniform Commercial Code or comparable law
of any jurisdiction).
"Loan Documents" shall mean the collective reference to this Agreement, the
Note, the Security Documents, and all other documents and agreements executed
and delivered in connection with this Agreement and/or the Loans, as any of the
same may be amended, supplemented, replaced, restated or otherwise modified from
time to time.
"Note" shall mean that certain Promissory Note dated September __, 1996,
made by CP Specialty Foods to TWB for $20,000.00 as set forth in Section 4.1(A)
of this Agreement.
"Obligors" shall refer to CP Specialty Foods under the
Note.
"Person" an individual, a partnership, a corporation, a business trust, a
joint stock company, a trust, an unincorporated association, a joint venture, a
Governmental Authority or any other entity of whatever nature.
"Requirements of Law" shall mean as to any Person, the certificate of
incorporation and bylaws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation, or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of it properties or to which such Person
or any of its property is subject.
"Security Agreement" shall refer to the agreement between CP Specialty
Foods and TWB which provides TWB with a Lien on the Collateral.
"Security Documents" shall mean the collective reference to the Security
Agreement and Financing Statements and all other documents and agreements
securing the Loan, in whole or in part, as any of the same may be amended,
supplemented, replaced, restated or otherwise modified from time to time.
Section 1.2 Other Definitional Provisions. Except as otherwise specified
herein, all references herein (I) to any Person shall be deemed to include such
Person's successors, transferees and assignees, but only, in the case of
transferees and assignees of the parties to this Agreement, to the extent the
applicable transfer or assignment complies with the provisions of this
Agreement, and (ii) to any applicable law defined or referred to herein shall be
deemed references to such applicable law as the same may have been or may be
amended or supplemented from time to time.
a. When used in this Agreement, the words "herein", "hereof", and
"hereunder" and words of similar import shall refer to this Agreement as a
whole and not to any provision
of this Agreement, and the words "section", "schedule" and "exhibit" shall
refer to Sections of and Schedules and Exhibits to this Agreement unless
otherwise specified.
b. Whenever the context so requires, each gender includes the other
genders, and the singular number includes the plural, and vice versa.
c. All terms defined in this Agreement shall have such defined
meanings when used in the Loan Documents except as otherwise expressly
stated therein.
d. When used in this Agreement in conjunction with a reference to the
Loan or any Loan Documents, the terms "related" and "relate to" shall refer
to events, circumstances or conditions directly affecting or directly
applying to the particular maker, endorser, guarantor or grantor or pledgor
of collateral with respect to the Loan, as the case may be.
Section 1.3 Captions. Article and Section captions in this Agreement are
included for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose.
ARTICLE II
RELEASE OF ▇▇▇▇
▇▇▇▇▇▇▇▇'▇ hereby agrees to release its lien against the Collateral and to
authorize the sale of TWB's assets upon the agreement of St. James, CP Specialty
Foods and TWB to the terms set forth in this Asset Purchase Agreement.
ARTICLE III
SALE OF ASSETS
Section 3.1 Purchase and Sale of Assets. At the Closing Date, TWB agrees to
sell and transfer to CP Specialty Foods, and CP Specialty Foods agrees to
purchase and acquire from TWB, the assets set forth in Schedule 3.1, which is
attached hereto and made a part hereof by reference (the "Purchased Assets").
Section 3.2 Excluded Assets. The following are not included in the
Purchased Assets and for emphasis are expressly excluded, namely (I) cash, cash
equivalents, Merchandise Credits and securities, (ii) any accounts receivables
due from orders filled by TWB prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) the licenses and
permits which are not assignable and (iv) all Equipment not listed on Schedule
3.1.
Section 3.3 Assumed Liabilities. At the Closing, CP Specialty Foods will
not assume any of the liabilities and obligations of TWB except for making the
September rental payment
of the Lease Agreement and any claim asserted by the ABC chain. ▇▇▇▇▇▇▇▇'▇ shall
no longer have any implied or express obligation to guaranty obligations due by
TWB which obligations arose subsequent to April 24, 1996 .
Section 3.4 Purchase Price. CP Specialty Foods agrees to pay TWB a purchase
price equal to One Hundred Seventy-Five Thousand Four Hundred Sixteen and 00/100
Dollars ($175,416.00). The price consists of the following; (I) Thirty Thousand
and 00/100 Dollars ($30,000.00) in cash at closing; ; (ii) an assignment of
$20,000 in current accounts receivable within 45 days after closing and (iii) a
trade credit (without interest) to ▇▇▇▇▇▇▇▇'▇ Foods, Inc. of $125,416 which can
be used over six (6) years but not exceeding $5,000 in any month without the
consent of CP Specialty Foods. St. ▇▇▇▇▇ agrees to unconditionally guarantee the
deferred portion of the purchase price and the trade credit. The personal
guaranty as it relates to the trade credit shall be in a dollar amount equal to
the unused balance of the trade credit, which shall be due and owing within 45
days after CP fails to satisfy all or part of any reasonable request by
▇▇▇▇▇▇▇▇'▇ Foods to provide product pursuant to the trade credit or immediately,
without further notice, in the event CP files for protection under the
Bankruptcy Code. CP shall not impose any minimum quantities except as set forth
in Schedule 3.4.
Section 3.5 Security Agreement. The security agreement for the trade credit
and deferred portion of the Purchase Price shall be in the form of Schedule 3.5.
Section 3.6 Application of Accounts Receivables, Cash and Returned
Merchandise Credit. On April 24, 1996 , TWB agreed to transfer and assign its
Accounts Receivables, cash and Returned Merchandise Credit to ▇▇▇▇▇▇▇▇'▇ to be
applied, at its face value amount to the obligations between ▇▇▇▇▇▇▇▇'▇ and TWB.
TWB, St. ▇▇▇▇▇ and CP Specialty Foods agree to reasonably cooperate with
▇▇▇▇▇▇▇▇'▇ in any efforts initiated to collect the Accounts Receivables. TWB
certifies that the Accounts Receivables set forth on Schedule 3.6, which is
attached hereto is an accurate listing of the Accounts Receivables assigned to
▇▇▇▇▇▇▇▇'▇ on April 24, 1996.
ARTICLE IV
RELATED AGREEMENTS
Section 4.1 Other Agreements At the Closing Date, TWB, St. James, CP
Specialty Foods and ▇▇▇▇▇▇▇▇'▇ will enter into certain additional agreements
(the "Related Agreements") as follows: (A) Mutual Rescission of License and
Escrow Agreement between TWB and St. ▇▇▇▇▇ and the return of formulas in the
possession of TWB or its agents which shall be in a separate agreement
acceptable to all parties and their counsel and which shall be executed at
closing; (B) Mutual release of liabilities executed by ▇▇▇▇▇▇▇▇'▇, TWB and St.
▇▇▇▇▇ which shall be in a
separate agreement acceptable to all parties and their counsel and which shall
be executed at closing; Separate Corporate resolutions from TWB, ▇▇▇▇▇▇▇▇'▇ and,
CP Specialty Foods authorizing the execution of all documents contemplated
hereunder; (D) CP Specialty Foods' agrees to hold prices charged to ▇▇▇▇▇▇▇▇'▇
Foods, Inc. at CP Specialty Foods' current published rates, as of the date of
this agreement, a copy of which is attached as Schedule 4.1(d) for products sold
to ▇▇▇▇▇▇▇▇'▇ by CP Specialty Foods for 18 months after the Closing Date; (E) CP
Specialty Foods will satisfy the claim for close-dated product shipped by TWB to
the ABC chain which is demanding compensation and agrees to hold TWB harmless
from such claim; (F) The parties acknowledge that CP Specialty Foods has already
returned the unusable inventory; (G) If the $20,000 in assigned accounts
receivable have not been paid to ▇▇▇▇▇▇▇▇'▇ Foods within 60 days after closing,
CP Specialty Foods and St. ▇▇▇▇▇ shall jointly and severally be liable for this
$20,000 pursuant to the Note attached hereto as Schedule 4.1(g), which Note will
be secured by the security agreement attached hereto as Schedule 3.5; (H) CP
Specialty Foods agrees that during the period while there is an unused balance
on the trade credit, if ▇▇▇▇▇▇▇▇'▇ Foods is providing CP Specialty Foods product
to any of its customers, CP Specialty Foods will not sell its product to the
customers listed on the attached Schedule 4.1(h); nor will it direct any
distributor to do so, it being understood, however, that CP Specialty Foods
cannot control distributor sales; (I) St. ▇▇▇▇▇ shall at closing authorize ▇▇▇
▇▇▇▇▇ as escrow agent to deliver their 1500 shares of stock in TWB to TWB or its
designee.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF TWB
TWB represents and warrants to CP Specialty Foods the following:
5.1 Non-Contravention. The execution and delivery by TWB of this Agreement
and the Related Agreements do not, and the consummation of the transactions
contemplated hereby and thereby, will not (I) result in a default, or give rise
to any right of termination, cancellation or acceleration (whether immediately
or after the giving of notice or the passage of time, or both), under the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
agreement, lease or other instrument or obligation to which TWB is a party or by
which TWB or any of the purchased assets may be bound by a Person other than
▇▇▇▇▇▇▇▇'▇, or (ii) violate any order, writ, injunction, decree, statute, rule
or regulation applicable to TWB, any of the purchased assets or the business of
the TWB.
5.2 Litigation. There are no actions, suits, claims, investigations or
proceedings (legal, administrative or arbitrative) pending or threatened against
TWB, whether at law or in equity and whether civil or criminal in nature, before
any
court, arbitrator, governmental department, commission, agency or
instrumentality, which, if adversely determined, could reasonably be expected to
affect the purchased assets. Furthermore, there are no existing judgments,
orders or decrees of any such court, arbitrator, governmental department,
commission, agency or other instrumentality which have, or can reasonably be
expected to have, the effect described in the preceding sentence.
5.3 Title to Properties. TWB will deliver good and marketable title to all
of the purchased assets, free and clear of any liens, mortgages, charges,
security interests or other encumbrances and has paid all sales taxes in
connection with the purchased assets, except for the security interest in
Collateral to secure Notes (collectively the "Encumbrances"). ▇▇▇▇▇▇▇▇'▇, also,
agrees to release its existing lien on the Purchase Assets.
5.4 Material Contracts. TWB has not breached any material contract, lease
or other agreement to which it is a party and has no knowledge of a breach by
any other party to any such material contract, lease or other agreement, which
affects or can reasonably be expected to affect the purchased assets.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF ST. JAMES
CP Specialty Foods represents and warrants to TWB the following:
6.1 Organization; Authority. CP Specialty Foods has power and
authority to execute and deliver this Agreement and the Related Agreements and
to consummate the transactions contemplated hereby and thereby. The execution
and delivery of CP Specialty Foods of this Agreement and the Related Agreement
and the consummation by him of the transactions contemplated hereby and thereby,
have been duly authorized by CP Specialty Foods, and no other proceedings on the
part of CP Specialty Foods are necessary with respect thereto. This Agreement
constitutes, and the Related Agreements when executed and delivered by the
parties will constitute, valid and binding obligations of CP Specialty Foods,
enforceable in accordance with their terms except as limited by (I) any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors' rights generally or (ii) general principles of equity,
whether considered in a proceeding in equity or at law.
6.2 Consents and Approvals. There is no requirement applicable to CP
Specialty Foods to make any filing with, or to obtain any consent or approval of
any public body, business entity or individual as a condition to the
consummation of the transactions contemplated by this Agreement.
6.3 Non-Contravention. The execution and delivery by CP Specialty Foods of
this Agreement and the Related Agreements does not and will not result in a
default, or give rise to any right of termination, cancellation or acceleration
(whether immediately
or after the giving of notice or the passage of time, or both), under the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
agreement, lease or other instrument or obligation to which CP Specialty Foods
is a party or by which CP Specialty Foods may be bound, or violate any order,
writ, injunction, decree, statute, rule or regulation applicable to CP Specialty
Foods.
ARTICLE VII
ADDITIONAL AGREEMENTS
7.1 Collection of Receivables. ▇▇▇▇▇▇▇▇'▇ shall have the right to initiate
any collection actions against debtors who are customers of TWB to collect
Accounts Receivables. TWB shall execute any and all documents necessary to
properly transfer and assign any Accounts Receivables to ▇▇▇▇▇▇▇▇'▇.
7.2 Expenses. Except as otherwise provided in this Agreement, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby will be paid by ▇▇▇▇▇▇▇▇'▇, ▇▇ Specialty Foods or St. ▇▇▇▇▇
according to which of them incurred such costs and expenses.
7.3 Public Announcements. The parties will consult with each other before
issuing any press releases or making any public statements with respect to this
Agreement, and the transactions contemplated hereby, and will not issue any such
press release or make any such public statement without the consent of the
other.
7.4 Subsequent Events. If any event shall occur after the date of this
Agreement and prior to the Closing which, had it occurred prior to the execution
of this Agreement, should have been disclosed by TWB or CP Specialty Foods to
the other or ▇▇▇▇▇▇▇▇'▇ in a representation and warranty or otherwise, then,
upon the happening of such event, the party which would have been required to
disclose the happening of such event prior to the execution of this Agreement
will promptly disclose it to the other party.
7.5 Efforts to Consummate. Each of the parties agrees to use its reasonable
best efforts to consummate, as promptly as practicable, the transactions
contemplated hereby. Each party agrees to cooperate fully with the other in
assisting it to comply with the provisions of this Section.
7.6 Further Assurances. TWB will use reasonable efforts to implement the
provisions of this Agreement, and for such purpose, at the request of CP
Specialty Foods or ▇▇▇▇▇▇▇▇'▇, will at or after the Closing Date, without
further consideration, promptly execute and deliver such additional documents as
CP Specialty Foods or ▇▇▇▇▇▇▇▇'▇ may reasonably deem necessary or desirable in
order to consummate more effectively the transactions contemplated hereby and to
vest in CP Specialty Foods title to the purchased assets free and clear of any
Encumbrances and properly document St. ▇▇▇▇▇ obligations under the Note and
Security Documents.
7.7 Labels. ▇▇▇▇▇▇▇▇'▇ authorizes CP Specialty Foods to use the remaining
labels in TWB's Inventory which contain ▇▇▇▇▇▇▇▇'▇ UPC Header Code 78087. CP
Specialty Foods, however, cannot reorder any additional labels with ▇▇▇▇▇▇▇▇'▇
UPC Header Code. Furthermore, CP Specialty Foods agrees to indemnify and hold
▇▇▇▇▇▇▇▇'▇ harmless for any and all losses or claims filed against the
▇▇▇▇▇▇▇▇'▇ which result from CP Specialty Foods' use of the remaining labels in
its Inventory.
7.8 Restricted Authority. ▇▇▇▇▇ St. ▇▇▇▇▇ shall have no
authority to negotiate checks made payable to TWB, to dispose of
any of the Purchased Assets except as provided herein, or to
negotiate or modify the amount of the existing Accounts
Receivables. TWB and ▇▇▇▇▇▇▇▇'▇ will not negotiate checks made
payable to CP Specialty Foods.
ARTICLE VIII
DOCUMENTS DELIVERED AT CLOSING
8.1 Deliveries by TWB. At the Closing or sooner in some case TWB shall
deliver the following:
(a) a ▇▇▇▇ of Sale and Assignment and such other documents as may be
necessary to transfer to CP Specialty Foods the Purchased Assets, all of which
shall be in form satisfactory to CP Specialty Foods; and
(b) an executed Mutual Release of License Agreement and Escrow
Agreement and formula held in escrow; and
an executed corporate resolution necessary to authorize the
transactions contemplated hereunder; and
(d) cash on hand and a proper assignment of Accounts Receivables to
▇▇▇▇▇▇▇▇'▇; and
(e) an executed General Mutual Release Note to ▇▇▇▇▇▇▇▇'▇; and
(f) such additional documents as CP Specialty Foods or ▇▇▇▇▇▇▇▇'▇ may
reasonably request.
8.2 Deliveries by CP Specialty Foods. At the Closing CP Specialty Foods
shall deliver the following:
(a) settlement funds due TWB required under this Agreement; and
(b) The executed Note and Security Documents; and
(c) Such other additional documents as CP Specialty Foods or ▇▇▇▇▇▇▇▇'▇
may reasonably request; and
(d) Mutual release of liabilities; and
(e) Mutual rescission of license.
8.3 Delivery by St. ▇▇▇▇▇. An unconditional guarantee to pay the Note and
trade credit, if necessary, and a mutual release.
8.4 Closing Documents. All documents required under this Agreement shall be
in such form as provided in the Exhibits or if not attached as an Exhibit in a
form acceptable to all parties and their counsel.
ARTICLE IX
CONDITIONS TO OBLIGATION OF CP SPECIALTY FOODS
The obligation of CP Specialty Foods to consummate the transactions
contemplated by this Agreement is subject, to the extent not waived, to the
following conditions.
9.1 Representations and Warranties. Each of the representations and
warranties of TWB contained in this Agreement shall be true and correct in all
respects as of the date of this Agreement and as of the Closing.
9.2 Performance of this Agreement. TWB and ▇▇▇▇▇▇▇▇'▇ shall have complied
with all of their obligations under this Agreement.
9.3 Consents and Approvals. All consents and approvals of governmental
bodies, business entities or individuals which TWB must obtain to transfer the
purchased assets.
ARTICLE X
CONDITIONS TO OBLIGATION OF TWB
The obligation of TWB to consummate the transactions contemplated by this
Agreement is subject, to the extent not waived, to the following conditions.
10.1 Representations and Warranties. Each of the representations and
warranties of CP Specialty Foods contained in this Agreement shall be true and
correct in all respects as of the date of this Agreement and as of the Closing.
10.2 Performance of this Agreement. CP Specialty Foods and ▇▇▇▇▇▇▇▇'▇ shall
have complied with all of its obligations under this Agreement.
10.3 Corporate Authorization. All action required to be taken by CP
Specialty Foods in connection with the transactions
contemplated by this Agreement shall have been taken, all documents incident
thereto shall be reasonably satisfactory in substance and form to TWB and
▇▇▇▇▇▇▇▇'▇ and TWB and ▇▇▇▇▇▇▇▇'▇ shall have received such originals or copies
of such documents as it may reasonably request.
10.4 Merger. Dutterers of Manchester Corporation, a Maryland corporation
shall have merged into TWB.
ARTICLE XI
CONDITIONS TO OBLIGATIONS OF ▇▇▇▇▇▇▇▇'▇
The obligations of ▇▇▇▇▇▇▇▇'▇ to consummate the transactions contemplated
by this Agreement is subject, to the extent not waived of legally binding the
transfer of St. ▇▇▇▇▇' interest in TWB to TWB or its assigns at no additional
cost to ▇▇▇▇▇▇▇▇'▇.
ARTICLE XII
GENERAL PROVISIONS
12.1 Notices. All notices and other communications required to be
given to the parties hereto shall be in writing and shall be (I) delivered
personally, (ii) transmitted by telefax or (iii) mailed by registered or
certified mail (return receipt requested and postage prepaid) as follows:
If to St. ▇▇▇▇▇, to:
Loetitia Adam St. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. St. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Telefax No.:531-9440
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire
Payne, Gates, ▇▇▇▇▇▇▇▇ & Radd, P.C.
15th Floor, Dominion Tower
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telefax No.:627-6583
If to ▇▇▇▇▇▇▇▇'▇, to:
▇▇▇▇▇▇ Mules
c/▇ ▇▇▇▇▇▇▇▇'▇ Foods, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
If to TWB, to:
▇▇▇▇▇▇▇▇'▇ Foods, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and
Loetitia Adam St. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. St. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Telefax No.: 531-9440
or to such other business entities, individuals, addresses or telefax numbers as
the parties entitled thereto shall specify from time to time by notice. If given
personally or transmitted by telefax, a notice or other communication shall be
deemed to have been given when it is received. If given by mail, it shall be
deemed to have been given on the third business day following the day on which
it was posted.
12.2 Interpretation. The headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
12.3 Schedules. The information contained in any schedule which is referred
to in a representation or warranty shall be deemed to have been disclosed in
connection with, and be a part of, that particular representation or warranty
only, and shall not be deemed a part of any other representation or warranty.
12.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12.5 Miscellaneous. This Agreement (I) constitutes the entire agreement and
supersedes any prior agreements or understandings, written or oral, between the
parties with respect to the subject matter hereof; (ii) is not intended to, and
shall not confer upon any other person or business entity other than the parties
hereto, any rights or remedies with respect to the subject matter hereof; (iii)
shall not be assigned by operation of law or otherwise; and (iv) shall be
governed in all respects by the laws of the Commonwealth of Virginia without
regard to its choice of law rules.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed and their corporate seals to be hereto affixed and attested by their
duly authorized officers.
TWB GOURMET FOODS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Its: Authorized Agent
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/s/ Loetitia Adam St. ▇▇▇▇▇
--------------------------------
LOETITIA ADAM ST. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. St. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ST. ▇▇▇▇▇
▇▇▇▇▇▇▇▇'▇ FOODS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Its: Senior Vice President
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CP SPECIALTY FOODS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: President
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