XXXX OF SALE
THIS XXXX OF SALE dated as of January 25, 1996, by KEEBLER COMPANY, a
Delaware corporation ("Keebler"), to THE O'BOISIE CORPORATION, an Illinois
corporation (the "Buyer").
W I T N E S S E T H:
WHEREAS, the Snack Assets Purchase Agreement, dated November 18, 1995,
as amended to the date hereof (the "Snack Assets Purchase Agreement"), by and
among Keebler, provides for, among other things, the transfer and sale to the
Buyer by Keebler of the Purchased Assets listed on Exhibit A hereto (the
"Purchased Assets"), for consideration in the amount and upon the terms provided
in the Snack Assets Purchase Agreement (capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to them in the Snack Assets
Purchase Agreement); and
WHEREAS, by this instrument Keebler is vesting in the Buyer all of the
properties, assets, and rights of Keebler in the Purchased Assets hereinafter
described.
NOW, THEREFORE, in consideration of the premises and of other valuable
consideration to Keebler in hand paid by the Buyer, at or before the execution
and delivery hereof, the receipt and sufficiency of which by Keebler is hereby
acknowledged, Keebler has conveyed, granted, bargained, sold, transferred, set
over, assigned, aliened, remised, released, delivered and confirmed, and by this
Xxxx of Sale does convey, grant, bargain, sell, transfer, set over, assign,
alien, remise, release, deliver and confirm unto the Buyer, its successors and
assigns forever, all of Keebler's right, title and interest in the Purchased
Assets of every nature and description, whether tangible or intangible, whether
real, personal, or mixed, whether accrued, contingent or otherwise, wherever
located.
TO HAVE AND TO HOLD all of the Purchased Assets unto the Buyer, its
successors and assigns to its and their own use forever.
Keebler hereby constitutes and appoints the Buyer, its successors and
assigns, Keebler's true and lawful attorney and attorneys, with full power of
substitution, in Keebler's name and stead, but on behalf and for the benefit of
the Buyer, its successors and assigns, to demand and receive any and all of the
Purchased Assets, and to give receipts and releases for and in respect of the
same, and any part thereof, and from time to time to institute and prosecute in
Keebler's name, or otherwise, for the benefit of the Buyer, its successors and
assigns, any and all proceedings at law, in equity or otherwise, which the
Buyer, its successors and assigns, may deem proper for the collection or
reduction to possession of any of the Purchased Assets or for the collection and
enforcement of any claim or right of any kind hereby sold, conveyed, transferred
and assigned, or intended so to be, and to do all acts and things in relation to
the
Purchased Assets which the Buyer, its successors and assigns shall deem
desirable, Keebler hereby declaring that the foregoing powers are coupled with
an interest and are and shall be irrevocable by Keebler or by its dissolution or
in any manner or for any reason whatsoever.
Keebler hereby covenants that, from time to time after the delivery of
this instrument, at the Buyer's request and without further consideration,
Keebler will do, execute, acknowledge, and deliver, or will cause to be done,
executed, acknowledged and delivered, all and every such further acts, deeds,
conveyances, transfers, assignments, powers of attorney and assurances as
reasonably may be required more effectively to convey, transfer to and vest in
the Buyer, and to put the Buyer in possession of, any of the Purchased Assets.
Nothing in this instrument, express or implied, is intended or shall
be construed to confer upon, or give to, any person, firm or corporation other
than Buyer and its successors and assigns any remedy or claim under or by reason
of this instrument or any terms, covenants or condition hereof, and all the
terms, covenants and conditions, promises and agreements in this instrument
contained shall be for the sole and exclusive benefit of the Buyer and its
successors and assigns.
This instrument is executed by, and shall be binding upon, Keebler,
its successors and assigns, for the uses and purposes above set forth and
referred to, effective immediately upon its delivery to the Buyer. This
instrument shall be governed by and construed in accordance with the laws of the
State of Illinois without regard to principles of conflicts of law.
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IN WITNESS WHEREOF, each of Keebler and the Buyer has caused this Xxxx
of Sale to be executed on its behalf by its duly authorized officer as of the
date first above written.
KEEBLER COMPANY
By:
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Name:
Title:
ATTEST:
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Name:
Receipt of the foregoing instrument
acknowledged:
THE O'BOISIE CORPORATION
By:
---------------------------
Name:
Title:
EXHIBIT A
1. All equipment and materials located at the Bluffton Facility, relating to
the manufacturing of Keebler's salty snacks at the Bluffton Facility;
2. 250 units of hand-held computer hardware, including modems and printers,
and the local area network used in connection with the hand-held computer
hardware, known as the Norand System, used by the Keebler convenience sales
force in geographic area Nos. 105, 294 and 285*;
3. 16-foot vans and other vehicles listed on Exhibit A-1;
4. Transferred Inventory.
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* GEOGRAPHIC AREA NOS. 105, 294, AND 285 INCLUDE THE FOLLOWING STATES:
MINNESOTA, WISCONSIN, ILLINOIS, IOWA, NEBRASKA, MISSOURI, KENTUCKY, TENNESSEE,
INDIANA, OHIO, MICHIGAN AND KANSAS.
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