EXHIBIT 10.5
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT is entered into this November 25, 1996 by and
among GORGES/QUIK-TO-FIX FOODS, INC., a Delaware corporation (the "Purchaser")
and TYSON FOODS, INC., a Delaware corporation, GORGES FOODSERVICE, INC., a Texas
corporation and TYSON HOLDING CORPORATION, a Delaware corporation (each a
"Seller" and collectively the "Sellers").
WHEREAS, pursuant to that certain Asset Purchase Agreement dated as of
October 17, 1996 (the "Asset Purchase Agreement") by and among Purchaser and
Sellers, Sellers agreed to sell to Purchaser and Purchaser agreed to purchase
from Sellers certain of the assets, properties, and rights of Seller as the same
are described in Section 2.1(a) of the Asset Purchase Agreement (the "Acquired
Assets"); and
WHEREAS, pursuant to Section 2.2(c)(i) of the Asset Purchase Agreement,
Purchaser has agreed to assume certain obligations of Sellers as partial
consideration for the purchase of the Acquired Assets; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Asset Purchase Agreement.
NOW, THEREFORE, pursuant to the Asset Purchase Agreement and in
consideration of the premises, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby agreed
that:
1. Purchaser Undertaking. Purchaser hereby assumes and agrees timely to
---------------------
pay and perform all of the Assumed Liabilities. Other than as specifically
stated herein or in the Asset Purchase Agreement, Purchaser assumes no debt,
liability or obligation of Sellers other than such Assumed Liabilities.
2. The Asset Purchase Agreement. Nothing contained in this Assumption
----------------------------
Agreement supersedes any of the obligations, agreements, covenants or warranties
of Seller or Purchaser under the Asset Purchase Agreement (all of which survive
the execution and delivery of this Assumption Agreement as provided and subject
to the limitations set forth in the Asset Purchase Agreement), or shall be
deemed to require Purchaser to pay or discharge any Assumed Liability so long as
Purchaser shall in good faith contest or cause to be contested the amount or
validity thereof. If any conflict exists between the terms of this Assumption
Agreement and the Asset Purchase Agreement, then the terms of the Asset Purchase
Agreement shall govern and control.
Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Asset Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Assumption
Agreement to be executed in their names as of the date first above written.
SELLERS:
TYSON FOODS, INC.
/s/ Xxxxx X. Xxx Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxx Xxxxxx
---------------------------------
Title: Assistant Secretary
---------------------------------
GORGES FOODSERVICE, INC.
/s/ Xxxxx X. Xxx Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxx Xxxxxx
---------------------------------
Title: Assistant Secretary
---------------------------------
TYSON HOLDING CORPORATION
/s/ Xxxxx X. Xxx Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxx Xxxxxx
---------------------------------
Title: Assistant Secretary
---------------------------------
PURCHASER:
GORGES/QUIK-TO-FIX FOODS, INC.
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
---------------------------------
Title: Secretary
---------------------------------
2
