EXHIBIT 10(g)
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is dated as
of September 6, 1996 by and among LOETITIA ADAM ST. XXXXX and
XXXXX X. ST. XXXXX ("St. Xxxxx"), TWB GOURMET FOODS, INC., a
Virginia corporation ("TWB") CP SPECIALTY FOODS, INC. ("CP
Specialty Foods") and XXXXXXXX'X FOODS, INC. (the "Xxxxxxxx'x").
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. Xxxxx has agreed to release TWB of any liability
under the Employment Contract or license agreement.
D. St. Xxxxx, Xxxxxxxx'x 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. Xxxxx 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. Xxxxx, TWB, CP Specialty Foods and Xxxxxxxx'x
at closing in a form acceptable to all parties and their counsel.
"Guarantors" shall refer to St. Xxxxx.
"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. Xxxxx 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 XXXX
Xxxxxxxx'x 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 Xxxxx 00, 0000, (xxx) 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.
Xxxxxxxx'x 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
Xxxxxxxx'x 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. Xxxxx 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 Xxxxxxxx'x 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 Xxxxxxxx'x to be applied, at its face value
amount to the obligations between Xxxxxxxx'x and TWB. TWB, St.
Xxxxx and CP Specialty Foods agree to reasonably cooperate with
Xxxxxxxx'x 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 Xxxxxxxx'x on
April 24, 1996.
ARTICLE IV
RELATED AGREEMENTS
Section 4.1 Other Agreements At the Closing Date, TWB,
St. James, CP Specialty Foods and Xxxxxxxx'x will enter into
certain additional agreements (the "Related Agreements") as
follows: (A) Mutual Rescission of License and Escrow Agreement
between TWB and St. Xxxxx 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 Xxxxxxxx'x, TWB and St. Xxxxx 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, Xxxxxxxx'x and, CP Specialty Foods
authorizing the execution of all documents contemplated
hereunder; (D) CP Specialty Foods' agrees to hold prices charged
to Xxxxxxxx'x 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
Xxxxxxxx'x 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 Xxxxxxxx'x Foods within
60 days after closing, CP Specialty Foods and St. Xxxxx 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
Xxxxxxxx'x 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. Xxxxx shall at closing authorize Xxx Xxxxx 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 Xxxxxxxx'x, 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"). Xxxxxxxx'x,
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. Xxxxxxxx'x 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 Xxxxxxxx'x.
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 Xxxxxxxx'x, XX Specialty Foods or St. Xxxxx 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
Xxxxxxxx'x 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 Xxxxxxxx'x, will at or
after the Closing Date, without further consideration, promptly
execute and deliver such additional documents as CP Specialty
Foods or Xxxxxxxx'x 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. Xxxxx obligations under the Note and
Security Documents.
7.7 Labels. Xxxxxxxx'x authorizes CP Specialty Foods to
use the remaining labels in TWB's Inventory which contain
Xxxxxxxx'x UPC Header Code 78087. CP Specialty Foods, however,
cannot reorder any additional labels with Xxxxxxxx'x UPC Header
Code. Furthermore, CP Specialty Foods agrees to indemnify and
hold Xxxxxxxx'x harmless for any and all losses or claims filed
against the Xxxxxxxx'x which result from CP Specialty Foods' use
of the remaining labels in its Inventory.
7.8 Restricted Authority. Xxxxx St. Xxxxx 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 Xxxxxxxx'x 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 Xxxx 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 Xxxxxxxx'x; and
(e) an executed General Mutual Release Note to
Xxxxxxxx'x; and
(f) such additional documents as CP Specialty Foods
or Xxxxxxxx'x 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 Xxxxxxxx'x may reasonably request; and
(d) Mutual release of liabilities; and
(e) Mutual rescission of license.
8.3 Delivery by St. Xxxxx. 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 Xxxxxxxx'x
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 Xxxxxxxx'x 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 Xxxxxxxx'x and TWB and Xxxxxxxx'x
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 Xxxxxxxx'x
The obligations of Xxxxxxxx'x to consummate the transactions
contemplated by this Agreement is subject, to the extent not
waived of legally binding the transfer of St. Xxxxx' interest in
TWB to TWB or its assigns at no additional cost to Xxxxxxxx'x.
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. Xxxxx, to:
Loetitia Adam St. Xxxxx and Xxxxx X. St. Xxxxx
0000 Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxx
Telefax No.:531-9440
with a copy to:
Xxxxxx X. Xxxxx, Esquire
Payne, Gates, Xxxxxxxx & Radd, P.C.
15th Floor, Dominion Tower
000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Telefax No.:627-6583
If to Xxxxxxxx'x, to:
Xxxxxx Mules
c/x Xxxxxxxx'x Foods, Inc.
0000 Xxxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
with a copy to:
Xxxxxxx X. Xxxxxxx, Esquire
0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
If to TWB, to:
Xxxxxxxx'x Foods, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
and
Loetitia Adam St. Xxxxx and Xxxxx X. St. Xxxxx
0000 Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxx
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/ Xxxxxx X. Xxxxxxxxx, Xx.
-----------------------------
Its: Authorized Agent
----------------------------
/s/ Loetitia Adam St. Xxxxx
--------------------------------
LOETITIA ADAM ST. XXXXX
/s/ Xxxxx X. St. Xxxxx
--------------------------------
XXXXX X. ST. XXXXX
XXXXXXXX'X FOODS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
-----------------------------
Its: Senior Vice President
----------------------------
CP SPECIALTY FOODS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Its: President
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