EXHIBIT 10.14
March 11, 2003
MEMORANDUM OF UNDERSTANDING
1. The Coca-Cola Company, a corporation organized and existing under
the laws of the State of Delaware, United States of America, with principal
offices at One Coca-Cola Plaza, NW., in the City of Atlanta, State of Georgia,
U.S.A. (the "Buyer"), and Panamerican Beverages, SA de CV, a corporation
organized and existing under the laws of the Republic of Mexico, with tax
residence in Switzerland and an office at Xxxxxxxxxxxxxx 00,0000 Xxx,
Xxxxxxxxxxx (the "Seller"), have agreed that the Buyer will have an option to
enter into an agreement with the Seller to buy, on or about March or April
2013, certain trademarks and rights related to the "Risco" trademarks (the
"Trademarks"), owned and registered by the Seller, to prepare, market, sell
and distribute a bottled water under the "Risco" trademark in the Republic of
Mexico (the "Proposed Transaction"). This Memorandum of Understanding ("MOU")
sets forth the mutual intentions of the parties hereto with respect to the
Proposed Transaction.
2. Subject to paragraph 3 hereof, it is understood by the parties
that:
A. As of March or April 2013, Seller will be the sole and
exclusive owner of the Trademarks necessary to prepare,
market, sell and distribute bottled water under the
"Risco" trademark in the Republic of Mexico.
B. As consideration for the Seller's covenant to sell the
Trademarks to Buyer, Buyer shall have the option to pay to
the Seller, in Switzerland, the fair market value ("FMV"),
on or about March or April 2013, of the Trademarks, as
determined by an independent third party designated by the
Buyer and qualified to perform such valuations. The FMV
determined by such third party shall be binding on the
Seller.
In the event that the parties hereto fail to enter into
mutually satisfactory written agreements consummating the
Proposed Transaction (the "Sale Agreement"), the Seller
shall not sell or cause the sale, exploitation or use of
the Trademarks by itself or any third party.
3. Following the execution and delivery of this MOU, Seller agrees
and covenants not to sell, encumber, assign, license or otherwise exploit in
anyway the Trademarks during the period from January 1, 2006 to December 31,
2012, in light of the parties' intent to negotiate with each other, some time
in January 2013, in good faith with the goal of executing a mutually
satisfactory Sale Agreement.
4. Buyer and Seller hereby acknowledge and agree that the existence
and terms and conditions of this MOU are strictly confidential. Therefore,
each of the parties agrees that it, any of its directors, officers, employees,
advisors or representatives, any of its subsidiaries or affiliates and any of
their directors, officers, employees, advisors or representatives shall not:
(a) disclose to any person (other than the party's, its
subsidiaries' or affiliates' directors, officers, employees,
advisors or representatives, on a need-to-know basis), or
(b) issue any press release or otherwise make any public
statement with respect to
the existence or contents of the MOU or the status of any negotiations between
the parties concerning the Proposed Transaction.
5. This MOU and the rights and obligations of the parties hereunder
are not assignable in whole or in part by any party hereto without the express
prior written consent of the other party, and any such purported assignment
shall be null and void and of no force or effect.
6. Each of the parties hereto agrees that it shall pay its own
expenses incurred in connection with the negotiation and preparation of this
MOU, the Sale Agreement, the Proposed Transaction and any other transactions
contemplated hereby (whether or not such agreements are executed or such
transactions are consummated).
7. This MOU shall be governed by and construed in accordance with
the laws of the State of New York.
8. This MOU may be executed in one or more counterparts, each of
which shall be an original and all of which, when taken together, shall
constitute one agreement.
IN WITNESS WHEREOF, the parties have duly executed this Memorandum of
Understanding as of the date first written above.
PANAMERICAN BEVERAGES, SA de CV
By: /s/ Xxxxxx Xxxxx
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Name: XXXXXX XXXXX
Title: Officer
THE COCA-COLA COMPANY
By:
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Name:
Title:
