We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Farm Products Clause in Contracts

Farm Products. Each Loan Party shall: (a) Pay, on or prior to the date required for payment with respect thereto, the amount of any outstanding invoices for the purchase of Farm Products unless (i) such Loan Party has obtained from the applicable Farm Products Seller a waiver of its rights under the applicable Farm Products Law, in form and substance reasonably acceptable to the Administrative Agent, (ii) such Loan Party is contesting, after providing written notice thereof to the Administrative Agent, the amount or payment of such invoice in good faith by appropriate proceedings or (iii) the amount of such invoice, together with the unpaid amount of all other invoices from Farm Products Sellers, is less than $1,500,000; provided, however, that in the event that any such invoice requires payment upon delivery, payment shall be made on such date of delivery. (b) Take all other commercially reasonable actions as may be reasonably required, if any, to ensure that any Farm Product (in any form) is purchased free and clear of any Lien, trust or other claim in favor of any Farm Products Seller or any secured party with respect to the assets of any Farm Products Seller, including, without limitation, registration with all states which have established central filing systems as contemplated under the Food Security Act. (c) Provide to the Administrative Agent, within five (5) Business Days of receipt by any Loan Party, a copy of (i) any Farm Products Notice or amendment to a previous Farm Products Notice, including, without limitation, any notice from any Farm Products Seller of the intention of such Farm Products Seller to preserve the benefits of any trust applicable to any assets of such Loan Party established in favor of such Farm Products Seller or other Person under the provisions of the applicable Farm Products Laws, and (ii) any master lists of effective financing statements delivered to any Loan Party or any Subsidiary pursuant to the Food Security Act unless (1) such Person has obtained from the applicable Farm Products Seller a waiver of its rights under the applicable Farm Products Laws, in form and substance reasonably satisfactory to the Administrative Agent, or (2) the amount of such invoice, together with the unpaid amount of all other invoices from Farm Products Sellers, is less than $1,500,000. (d) Pay, in the event that any Loan Party receives a Farm Products Notice, the related invoice within five (5) Business Days of receipt of such Farm Products Notice; provided, however, that such invoice may remain unpaid if, and only so long as: (i) such Person has obtained from the applicable Farm Products Seller a waiver of its rights under the applicable Farm Products Laws, in form and substance reasonably satisfactory to the Administrative Agent; (ii) the amount of such invoice, together with the unpaid amount of all other invoices from Farm Products Sellers, is less than $1,500,000; or (iii) (1) such Loan Party is contesting, after providing written notice thereof to the Administrative Agent, the amount or payment of such invoice in good faith by appropriate proceedings, (2) adequate reserves with respect to such contest are maintained on the books of such Loan Party, in accordance with GAAP, (3) the ability of the vendor to pursue any claims or enforce any Liens or trusts provided under the applicable Farm Products Laws, as applicable, has been stayed or otherwise legally prohibited during the pendency of such action, (4) such Loan Party shall promptly pay or discharge such contested invoice and all additional charges, interest, penalties and expenses, if any, and shall deliver to the Administrative Agent evidence reasonably acceptable to the Administrative Agent of such payment, if such contest is terminated or discontinued adversely to such Loan Party, and (5) nonpayment thereof could not reasonably be expected to have a Material Adverse Effect. Each Loan Party shall at all times otherwise comply with all existing and future Farm Products Notices during their periods of effectiveness under the applicable Farm Products Laws, as applicable, including, without limitation, directions to make payments to the applicable Farm Products Seller by issuing payment instruments directly to a secured party with respect to any assets of the Farm Products Seller or jointly payable to the Farm Products Seller and any secured party with respect to the assets of such Farm Products Seller, as specified in the Farm Products Notice.

Appears in 4 contracts

Samples: Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)

Farm Products. Each Loan Party shall:None of the Collateral constitutes, or is the Proceeds of, Farm Products. (a) PayThe Pledged Stock, Pledged LLC Interests, and Pledged Partnership Interests pledged by such Grantor hereunder are set forth on or prior to the date required for payment with respect thereto, the amount of any outstanding invoices for the purchase of Farm Products unless Schedule 2 and constitute (i) all the issued and outstanding shares of all classes of the Capital Stock or other equity interest of each Issuer owned by such Loan Party has obtained from the applicable Farm Products Seller a waiver of its rights under the applicable Farm Products Law, in form and substance reasonably acceptable to the Administrative AgentGrantor or, (ii) such Loan Party is contesting, after providing written notice thereof to the Administrative Agent, the amount or payment of such invoice in good faith by appropriate proceedings or (iii) the amount of such invoice, together with the unpaid amount of all other invoices from Farm Products Sellers, is less than $1,500,000; provided, however, that in the event that any such invoice requires payment upon deliverycase of Foreign Subsidiary Voting Stock, payment shall be made on such date if less, sixty-five percent (65%) of deliverythe outstanding Foreign Subsidiary Voting Stock of each relevant Issuer. (b) Take All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable and are not subject to any restrictions other than restrictions imposed by applicable securities and corporate laws. Each Grantor has delivered to the Collateral Agent (i) all other commercially reasonable actions as may be reasonably requiredstock certificates, if any, to ensure that any Farm Product (in any form) is purchased free and clear of any Lien, trust or other claim instruments representing or evidencing the Pledged Equity together with corresponding assignment or transfer powers duly executed in favor blank by the relevant Grantor, and such powers have been duly and validly executed and are binding and enforceable against each such Grantor in accordance with their terms or (ii) to the extent such Pledged Equity is uncertificated and held by a Securities Intermediary in a Securities Account, an executed control agreement in the form of any Farm Products Seller Annex VI hereto with appropriate insertions or any secured party in form and substance satisfactory to the Collateral Agent with respect to the assets of any Farm Products Seller, including, without limitation, registration with all states which have established central filing systems as contemplated under the Food Security Actsuch Pledged Stock. (c) Provide Each partnership, joint venture, and limited liability company issuing the Pledged Partnership Interests and Pledged LLC Interests is duly organized, currently existing, and in good standing under all applicable laws; there have been no amendments, modifications, or supplements to any agreement or certificate creating any partnership, joint venture, or limited liability company or any material contract relating to the Administrative Agentpartnerships, within five (5) Business Days joint ventures, or limited liability companies, of receipt by which Collateral Agent has not been advised in writing; no default or breach or potential default or breach has occurred and is continuing under any Loan Partypartnership, a copy of (i) any Farm Products Notice joint venture, or amendment to a previous Farm Products Notice, including, without limitation, any notice from any Farm Products Seller limited liability company agreement and no approval or consent of the intention of such Farm Products Seller to preserve partners, joint venturers, or members, as the benefits case may be, of any trust applicable partnership, joint venture, or limited liability company is required as a condition to any assets of such Loan Party established in favor of such Farm Products Seller or other Person under the provisions validity and enforceability of the applicable Farm Products Lawssecurity interest created hereby or the consummation of the transactions contemplated hereby which has not been duly obtained by the relevant Grantor. All capital contributions required to be made by the terms of the partnership, joint venture, and (ii) any master lists of effective financing statements delivered to any Loan Party or any Subsidiary pursuant to the Food Security Act unless (1) such Person has obtained from the applicable Farm Products Seller a waiver of its rights under the applicable Farm Products Lawslimited liability company agreements for each partnership, in form joint venture, and substance reasonably satisfactory to the Administrative Agent, or (2) the amount of such invoice, together with the unpaid amount of all other invoices from Farm Products Sellers, is less than $1,500,000limited liability company have been made. (d) PayEach partnership, joint venture, or limited liability company agreement governing any Pledged Partnership Interests or Pledged LLC Interests provides that (or any amendment or supplement thereof or other agreement having a similar effect provides that), upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a partnership, joint venture, or limited liability company interest, as the case may be, of such partnership, joint venture, or limited liability company, as the case may be, shall become a partner, joint venturer, or member, as the case may be, of such partnership, joint venture, or limited liability company, as the case may be, entitled to participate in the event that any Loan Party receives a Farm Products Noticemanagement thereof and, upon the related invoice within five (5) Business Days transfer of receipt the entire interest of such Farm Products Notice; providedGrantor, howeversuch Grantor ceases to be a partner, that such invoice joint venturer, or member, as the case may remain unpaid if, be. (e) Each of the Pledged Notes are set forth on Schedule 2 and only so long as: (i) such Person has obtained from constitutes the applicable Farm Products Seller a waiver legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its rights under the applicable Farm Products Lawsterms, in form and substance reasonably satisfactory subject to the Administrative Agent; effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and (ii) have been delivered to the amount of such invoice, Collateral Agent together with corresponding endorsements duly executed by the unpaid amount relevant Grantor in favor of all other invoices from Farm Products Sellers, is less than $1,500,000; or (iii) (1) such Loan Party is contesting, after providing written notice thereof to the Administrative Collateral Agent, and such endorsements have been duly and validly executed and are binding and enforceable against the amount or payment of such invoice in good faith by appropriate proceedings, (2) adequate reserves with respect to such contest are maintained on the books of such Loan Party, relevant Grantor in accordance with GAAP, (3) the ability their terms. Each of the vendor Pledged Notes and the documents evidencing the Pledged Notes are in full force and effect; there have been no renewals or extensions of, or amendments, modifications, or supplements to, any thereof about which the Collateral Agent has not been advised in writing; and no “default” or “potential default” has occurred and is continuing under any such Pledged Note or documents evidencing the Pledged Note. Grantor has good title to pursue the Pledged Notes, and such Pledged Notes are free from any claims claim for credit, deduction, or enforce allowance and free from any defense, condition, dispute, setoff, or counterclaim, and there is no extension or indulgence with respect thereto. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or trusts provided under options in favor of, or claims of, any other Person, except the applicable Farm Products Laws, as applicable, security interest created by this Agreement and other Liens permitted by the Credit Agreement. No Person other than the Collateral Agent has been stayed or otherwise legally prohibited during the pendency Control over any Investment Property of such action, (4) such Loan Party shall promptly pay or discharge such contested invoice and all additional charges, interest, penalties and expenses, if any, and shall deliver to the Administrative Agent evidence reasonably acceptable to the Administrative Agent of such payment, if such contest is terminated or discontinued adversely to such Loan Party, and (5) nonpayment thereof could not reasonably be expected to have a Material Adverse Effect. Each Loan Party shall at all times otherwise comply with all existing and future Farm Products Notices during their periods of effectiveness under the applicable Farm Products Laws, as applicable, including, without limitation, directions to make payments to the applicable Farm Products Seller by issuing payment instruments directly to a secured party with respect to any assets of the Farm Products Seller or jointly payable to the Farm Products Seller and any secured party with respect to the assets of such Farm Products Seller, as specified in the Farm Products NoticeGrantor.

Appears in 1 contract

Samples: Credit Agreement (Rotech Healthcare Inc)

Farm Products. (a) Each Loan Party shall: (a) Pay, on or prior to the date required for payment with respect thereto, the amount of any outstanding invoices for the purchase of Farm Products unless (i) such Loan Party has obtained from the applicable Farm Products Seller a waiver of its rights under the applicable Farm Products Law, in form and substance reasonably acceptable to the Administrative Agent, (ii) such Loan Party is contesting, after providing written notice thereof to the Administrative Agent, the amount or payment of such invoice in good faith by appropriate proceedings or (iii) the amount of such invoice, together with the unpaid amount of all other invoices from Farm Products Sellers, is less than $1,500,000; provided, however, that in the event that any such invoice requires payment upon delivery, payment shall be made on such date of delivery. (b) Take all other commercially reasonable actions as may be reasonably required, if any, to ensure that any Farm Product (in any form) is purchased free and clear of any Lien, trust or other claim in favor of any Farm Products Seller or any secured party with respect to the assets of any Farm Products Seller, including, without limitation, registration with all states which have established central filing systems as contemplated under the Food Security Act. (c) Provide to the Administrative Agent, within five (5) Business Days of receipt by any Loan Party, a copy of (i) any Farm Products Notice or amendment to a previous Farm Products Notice, including, without limitation, any notice from any Farm Products Seller of the intention of such Farm Products Seller to preserve the benefits of any trust applicable to any assets of such Loan Party established in favor of such Farm Products Seller or other Person under the provisions of the applicable Farm Products Laws, and (ii) any master lists of effective financing statements delivered to any Loan Party or any Subsidiary pursuant to the Food Security Act unless (1) such Person has obtained from the applicable Farm Products Seller a waiver of its rights under the applicable Farm Products Laws, in form and substance reasonably satisfactory to the Administrative Agent, or (2) the amount of such invoice, together with the unpaid amount of all other invoices from Farm Products Sellers, is less than $1,500,000. (d) Pay, in the event that any Loan Party receives a Farm Products Notice, the related invoice within five (5) Business Days of receipt of such Farm Products Notice; provided, however, that such invoice may remain unpaid if, and only so long as: (i) such Person has obtained from the applicable Farm Products Seller a waiver of its rights under the applicable Farm Products Laws, in form and substance reasonably satisfactory to the Administrative Agent; (ii) the amount of such invoice, together with the unpaid amount of all other invoices from Farm Products Sellers, is less than $1,500,000; or (iii) (1) such Loan Party is contesting, after providing written notice thereof to the Administrative Agent, the amount or payment of such invoice in good faith by appropriate proceedings, (2) adequate reserves with respect to such contest are maintained on the books of such Loan Party, in accordance with GAAP, (3) the ability of the vendor to pursue any claims or enforce any Liens or trusts provided under the applicable Farm Products Laws, as applicable, has been stayed or otherwise legally prohibited during the pendency of such action, (4) such Loan Party shall promptly pay or discharge such contested invoice and all additional charges, interest, penalties and expenses, if any, and shall deliver to the Administrative Agent evidence reasonably acceptable to the Administrative Agent of such paymentcause each Subsidiary to, if such contest is terminated or discontinued adversely to such Loan Party, and (5) nonpayment thereof could not reasonably be expected to have a Material Adverse Effect. Each Loan Party shall at all times otherwise comply in all material respects with all existing and future Farm Products Sellers’ Lien Law Notices during their periods of effectiveness under the applicable Farm Products Sellers’ Lien Laws, as applicable, including, without limitation, to the extent applicable, directions to make payments to the applicable Farm Products Seller by issuing payment instruments directly to a the secured party with respect to any assets of the Farm Products Seller or jointly payable to the Farm Products Seller and any secured party with respect to the assets of such Farm Products Seller, as specified in the Sellers’ Lien Law Notice, so as to terminate or release the security interest in any Farm Products maintained by such Farm Products Seller or any secured party with respect to the assets of such Farm Products Seller under the applicable Sellers’ Lien Laws. (b) Each Loan Party shall, and shall cause each Subsidiary to, take all other actions as may be reasonably required, if any, to ensure that any Farm Products are purchased free and clear of any Lien arising under any Sellers’ Lien Law. (c) Each Loan Party shall, and shall cause each Subsidiary to, promptly notify the Administrative Agent in writing after (i) obtaining knowledge of any credible claim by any Farm Product Seller against any Loan Party or Subsidiary or under any Seller Lien Laws and (ii) receipt by or on behalf of such Loan Party or Subsidiary of any Sellers’ Lien Law Notice or amendment to a previous Sellers’ Lien Law Notice, and including any notice from any Farm Products Seller of the intention of such Farm Products Seller to preserve the benefits of any trust applicable to any assets of any Loan Party or Subsidiary under the provisions of the Sellers Lien Laws or any other applicable law and upon the request of the Administrative Agent, such Loan Party or Subsidiary shall promptly provide the Administrative Agent with a true, correct and complete copy of such Sellers’ Lien Law Notice or amendment, as the case may be, and other information delivered to or on behalf of such Loan Party or Subsidiary pursuant to the Sellers’ Lien Laws. (d) To the extent that a Loan Party or Subsidiary purchases any Farm Products from a Person who produces such Farm Products in a state with a central filing system certified by the United States Secretary of Agriculture, such Loan Party or Subsidiary shall promptly register, as a buyer, with the Secretary of State of such state (or the designated system operator). Each Loan Party shall, and shall cause each Subsidiary to, forward promptly to the Administrative Agent upon its request a copy of such registration as well as a copy of all relevant portions of the master list periodically distributed by any such Secretary of State (or the designated system operator). Each Loan Party shall, and shall cause each Subsidiary to, comply with any payment of obligations in connection with the purchase of any Farm Products imposed by a secured party as a condition of the waiver or release of a security interest effective under the Food Security Act or other applicable law whether or not as a result of direct notice or the filing under any applicable central filing system. Each Loan Party shall, and shall cause each Subsidiary to, also provide to the Administrative Agent from time to time upon its request true and correct copies of all state filings recorded in any such central filing system in respect of a Person from whom a Loan Party or Subsidiary has purchased Farm Products within the preceding twelve (12) months.

Appears in 1 contract

Samples: Credit Agreement (Vital Farms, Inc.)

Farm Products. Each Loan Party shallUnless otherwise agreed to in writing by Agent: (a) Pay, on or Each Borrower and Subsidiary shall obtain Agent’s written consent prior to purchasing any Farm Products from a Person who produces such Farm Products in a state with a central filing system certified by the date United States Secretary of Agriculture, and, to the extent required for payment with respect thereto, by applicable law or necessary to obtain the amount benefits of any outstanding invoices for Applicable Law, shall register as a buyer with the Secretary of State of such state (or the designated system operator). Each Borrower and Subsidiary shall forward promptly to Agent a copy of such registration as well as a copy of all relevant portions of the master list periodically distributed by any such Secretary of State (or the designated system operator). Each Borrower and Subsidiary shall comply with any payment of obligations in connection with the purchase of any Farm Products unless (i) such Loan Party has obtained from imposed by a secured party as a condition of the applicable Farm Products Seller waiver or release of a waiver of its rights trust or Lien effective under the applicable any Farm Products Law, in form whether or not as a result of direct notice or the filing under any applicable central filing system. Each Borrower and substance reasonably acceptable to the Administrative Subsidiary shall also (i) promptly notify Agent, (ii) such Loan Party is contestingin writing, after providing written notice thereof to of the Administrative Agent, the amount or payment of such invoice in good faith by appropriate proceedings or (iii) the amount of such invoice, together with the unpaid amount of all other invoices from Farm Products Sellers, is less than $1,500,000; provided, however, that in the event that any such invoice requires payment upon delivery, payment shall be made on such date of delivery. (b) Take all other commercially reasonable actions as may be reasonably required, if any, to ensure that any Farm Product (in any form) is purchased free and clear receipt of any Lien, trust or other claim in favor of direct notice received pursuant to any Farm Products Seller or any secured party with respect to the assets of any Farm Products Seller, including, without limitation, registration with all states which have established central filing systems as contemplated under the Food Security Act. Law (c) Provide to the Administrative Agent, within five (5) Business Days of receipt by any Loan Party, a copy of (i) any Farm Products Notice or amendment to a previous Farm Products Notice, including, without limitation, any notice from invoice which asserts rights under any Farm Products Seller Law) and provide Agent with a true and complete copy of the intention of such Farm Products Seller to preserve the benefits of any trust applicable to any assets of such Loan Party established in favor of such Farm Products Seller or other Person under the provisions of the applicable Farm Products Lawssame, and (ii) not later than the fifth (5th) day of each month, provide to Agent true and correct copies of all state filings recorded in any master lists such central filing system in respect of effective financing statements delivered to any Loan Party or any Subsidiary pursuant to the Food Security Act unless (1) such a Person from whom an Obligor has obtained from the applicable purchased Farm Products Seller a waiver of its rights under within the applicable Farm Products Laws, in form and substance reasonably satisfactory to the Administrative Agent, or (2) the amount of such invoice, together with the unpaid amount of all other invoices from Farm Products Sellers, is less than $1,500,000preceding 12 months. (db) Pay, in the event that any Loan Party receives a Farm Products Notice, the related invoice within five (5) Business Days of receipt of such Farm Products Notice; provided, however, that such invoice may remain unpaid if, Each Borrower and only so long as: (i) such Person has obtained from the applicable Farm Products Seller a waiver of its rights under the applicable Farm Products Laws, in form and substance reasonably satisfactory to the Administrative Agent; (ii) the amount of such invoice, together with the unpaid amount of all other invoices from Farm Products Sellers, is less than $1,500,000; or (iii) (1) such Loan Party is contesting, after providing written notice thereof to the Administrative Agent, the amount or payment of such invoice in good faith by appropriate proceedings, (2) adequate reserves with respect to such contest are maintained on the books of such Loan Party, in accordance with GAAP, (3) the ability of the vendor to pursue any claims or enforce any Liens or trusts provided under the applicable Farm Products Laws, as applicable, has been stayed or otherwise legally prohibited during the pendency of such action, (4) such Loan Party shall promptly pay or discharge such contested invoice and all additional charges, interest, penalties and expenses, if any, and shall deliver to the Administrative Agent evidence reasonably acceptable to the Administrative Agent of such payment, if such contest is terminated or discontinued adversely to such Loan Party, and (5) nonpayment thereof could not reasonably be expected to have a Material Adverse Effect. Each Loan Party Subsidiary shall at all times otherwise comply with all existing and future Farm Products Notices during their periods period of effectiveness under the applicable any Farm Products Laws, as applicableLaw, including, without limitation, directions to make payments to the applicable Farm Products Seller by issuing payment instruments directly to a the secured party with respect to any assets of the Farm Products Seller or jointly payable to the Farm Products Seller and any secured party with respect to the assets of such Farm Products Seller, as specified in the Farm Products Notice, so as to terminate or release the security interest in any Farm Products maintained by such Farm Products Seller or any secured party with respect to the assets of such Farm Products Seller under any Farm Products Law. (c) Each Borrower and Subsidiary shall take all other actions as may be reasonably required, if any, to ensure that any perishable agricultural commodity (in whatever form) or other Farm Products are purchased free and clear of any security interest, lien or other claims in favor of any Farm Products Seller or any secured party with respect to the assets of any Farm Products Seller. Without limiting the generality of the foregoing, if and to the extent that the provisions of PACA are applicable to any Farm Products purchased by it, each Borrower and Subsidiary shall comply with PACA so that the trust created thereby for the benefit of unpaid cash sellers of perishable agricultural commodities shall not arise in connection with its purchase of any such commodities or other Farm Products. (d) Each Borrower and Subsidiary shall notify Agent in writing within two Business Days after receipt by such Person or any other Obligor of any Farm Products Notice or amendment to a previous Farm Products Notice, and within such two Business Days, such Person shall provide Agent with a true, correct and complete copy of such Farm Products Notice or amendment, as the case may be, and including any master lists of effective financing statements delivered to such Person or such other Obligor pursuant to any Farm Products Law. (e) In the event any Borrower or Subsidiary receives a Farm Products Notice, such Person shall pay the related invoice within the payment terms specified therein and notify Agent of such receipt; provided, however, that such invoice may remain unpaid if, and only so long as (i) appropriate legal or administrative action has been commenced in good faith and is being diligently pursued or defended by such Person, (ii) adequate reserves with respect to such contest are maintained on the books of such Person, in accordance with GAAP, (iii) Agent shall have established a reserve in an amount at least equal to the amount claimed to be due by such vendor under the relevant invoice, (iv) such Person shall promptly pay or discharge such contested invoice and all additional charges, interest, penalties and expenses, if any, and shall deliver to Agent evidence reasonably acceptable to Agent of such payment, if such contest is terminated or discontinued adversely to such Person or any of the conditions set forth in this Section 10.1.11 are no longer met, and (v) Agent has not advised such Person in writing that Agent reasonably believes that nonpayment thereof could have or result in a Material Adverse Effect. (f) Borrower Agent shall, at least 30 days prior to the time when any Borrower purchases any Farm Products from a Farm Products Seller which are subject to PACA or from a Farm Products Seller engaged in farming operations within the meaning of the Food Security Act, notify Agent and each Co-Collateral Agent in writing of such Borrower’s intention to do so and provide information, in reasonable detail, as Agent may request in connection therewith, including, without limitation, the purchase price payable to such Farm Products Seller.

Appears in 1 contract

Samples: Loan and Security Agreement (Imperial Sugar Co /New/)