AMENDMENT NUMBER TWO TO PURCHASE AGREEMENT
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Exhibit 10.36
AMENDMENT NUMBER TWO TO
PURCHASE AGREEMENT
This Amendment Number Two, dated as of January 17, 2002 (this "Amendment"), to the Purchase Agreement, dated as of December 1, 1999 (the "Existing Agreement"), by and among The Xxx. Xxxxxx' Brand, Inc., ("MFB"), a Delaware corporation, and Nonni's Food Company, Inc., ("Nonni's"), a Florida corporation. Capitalized Terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Existing Agreement.
RECITALS
WHEREAS, the parties desire to amend certain terms of the Existing Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Amendment.
1.1 The Existing Agreement is hereby amended by deleting Section 2 and inserting the following in lieu thereof:
"2. Purchase Price. The purchase price for the acquired recipes shall be FOUR MILLION SIX HUNDRED THOUSAND DOLLARS ($4,600,000) of which $2,950,000.00 has already been paid. Nonni's agrees to pay the remainder of $1,650,000 upon execution of this Amendment. MFB shall provide wire transfer instructions to Nonni's. Nonni's agrees to effect the payment by wire transfer in immediately available funds."
1.2 The Existing Agreement is hereby amended by deleting EXHIBIT A and inserting the attached EXHIBIT A.
2. Miscellaneous.
2.1 This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and the respective successors and assigns.
2.2 In case any provision in or obligation hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
2.3 Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.
2.4 THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF UTAH.
2.5 This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original but all such counterparts together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
| NONNI'S FOOD COMPANY, INC. | |||
By: |
/s/ XXX XXXXX |
||
| Its: | CEO | ||
THE XXX. XXXXXX' BRAND, INC. |
|||
By: |
/s/ XXXXXXX XXXX |
||
| Its: | Sr. Vice President | ||
EXHIBIT A
ACQUIRED RECIPES
- 1.
- Semi-sweet
- 2.
- Milk
Chocolate
- 3.
- Butter
Toffee
- 4.
- Butter
Cookie
- 5.
- Semi-sweet
with Walnut
- 6.
- White
Chunk Macadamia
- 7.
- Coconut
Macadamia
- 8.
- Oatmeal
Raisin with Walnut
- 9.
- Milk
Chocolate Walnut
- 10.
- Peanut
Butter Cookie
- 11.
- Chewy
Chocolate Cookie
- 12.
- Milk
Macadamia Cookie
- 13.
- Semi-sweet
Chunk Pecan
- 14.
- Peanut
Butter Chocolate Chip
- 15.
- Triple
Chocolate
- 16.
- Cinnamon
Sugar
- 17.
- Oatmeal
Chocolate Chip
- 18.
- Oatmeal
Raisin
- 19.
- Ginger
Snap
- 20.
- Pumpkin
Harvest
- 21.
- Double
Fudge
- 22.
- Eggnog
Cookie
- 23.
- White
Chunk Cranberry Cookie
- 24.
- Sour
Cream Cookie
- 25.
- White
Chip Cookie
- 26.
- White
Chunk Pecan Cookie
- 27.
- Milk
Chocolate Cashew Cookie
- 28.
- Sugar
Butter Cookie
- 29.
- Sugar
Butter M&M Cookie
- 30.
- Shortbread
Cookie
- 31.
- Pecan
Shortbread Cookie
- 32.
- Chocolate
Mint Cookie
AMENDMENT NUMBER TWO TO PURCHASE AGREEMENT
