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Exhibit 10.39
ACQUISITION AGREEMENT
BETWEEN
LSG LUFTHANSA SERVICE USA CORPORATION
AND
SKY CHEFS, INC.
August 14, 1995
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ACQUISITION AGREEMENT
This ACQUISITION AGREEMENT ("Agreement") is made and entered into this
14th day of August, 1995, by and between LSG LUFTHANSA SERVICE USA CORPORATION
("LSG"), a corporation organized under the laws of the State of Delaware, and
SKY CHEFS, INC. ("Sky Chefs"), a corporation organized under the laws of the
State of Delaware. Each of LSG and Sky Chefs may be referred to herein as a
"Party" and both may be referred to herein as "the Parties."
RECITALS
WHEREAS, LSG is the lessee of Lease No. AYC-526 of a flight kitchen
catering facility and LSG operates this facility at the Xxxx X. Xxxxxxx
International Airport;
WHEREAS, LSG desires to assign all of its rights under Lease No.
AYC-526 and to sell or sublease certain assets in this facility to Sky Chefs,
and Sky Chefs desires to acquire all of LSG's rights and obligations under Lease
No. AYC-526 and to purchase or sublease certain LSG assets in the facility;
WHEREAS, the Port Authority of New York and New Jersey has agreed to
the assignment of all of LSG's rights and obligations under Lease No. AYC-526 to
Sky Chefs;
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants, and agreements, and upon the terms and subject to the
conditions hereinafter set forth, the Parties do hereby agree as follows:
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ARTICLE 1
DEFINITIONS
ASSIGNMENT AGREEMENT means the agreement between LSG, Sky Chefs, and
the Port Authority of New York and New Jersey attached hereto as Schedule 1.
CLOSING shall have the meaning set forth in Article 3.1.
CLOSING DATE means the date and time of the Closing.
JFK AIRPORT means the Xxxx X. Xxxxxxx International Airport, located in
New York, New York.
KITCHEN means the flight kitchen catering facility that LSG operates at
JFK Airport.
MASTER LEASE means Lease No. AYC-526 between LSG and the Port Authority
attached hereto as Schedule 2.
PORT AUTHORITY means The Port Authority of New York and New Jersey, a
corporate and political entity created by compact between the States of New York
and New Jersey, with the consent of the Congress of the United States.
PREMISES means the premises covered by this Agreement as identified at
Exhibit A of Lease No. AYC-526 attached hereto as Schedule 2. The premises
consist of that certain land at JFK Airport in the Borough of Queens, City and
State of New York, together with Building No. 143 and all other structures,
fixtures, improvements, facilities and other property of the Port Authority
located therein, thereon or thereunder.
SIGNING DATE means the date when the parties execute this Agreement.
ARTICLE 2
ACQUISITION OF LEASE AND ASSETS; ASSUMPTION OF LIABILITIES
2.1 ASSIGNMENT OF LEASE; PURCHASE OR SUBLEASE OF CERTAIN ASSETS
At the Closing:
(a) LSG shall transfer, convey, assign and deliver to Sky Chefs, and
Sky Chefs shall purchase and assume from LSG, all right, title and
interest of LSG in
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Lease No. AYC-526 attached hereto as Schedule 2 covering the
Premises and further reflected by the Assignment Agreement attached
hereto as Schedule 1, and certain assets of LSG identified in
Article 3.3.
(b) LSG shall sublease to Sky Chefs certain assets of LSG identified
in Article 3.3.
(c) LSG shall transfer all supplies and inventory at the Kitchen to
Sky Chefs.
(d) LSG shall assign to Sky Chefs any insurance recovery or right to
recovery arising from any loss or damage to any assets referred to
in clause (a), (b), or (c) of this section.
2.2 PURCHASE PRICE
The aggregate purchase price shall consist of a payment by Sky Chefs to
LSG of U.S. $1,556,219 (one million five hundred fifty six thousand two hundred
and nineteen dollars).
2.3 ACCOUNTS RECEIVABLE
The Parties hereby acknowledge that the accounts receivable with
respect to services provided from the Kitchen prior to the Closing remain with
LSG.
2.4 ASSUMPTION OF LIABILITIES
(a) Sky Chefs hereby assumes all liabilities and obligations
associated with the Master Lease, the Assignment Agreement, and
all other obligations associated with the assets related to the
JFK Kitchen from the Closing Date.
(b) Except for the matters subject to indemnification by Sky Chefs at
section 6.4, Sky Chefs shall not assume any liabilities or
obligations of LSG related to the operation of the JFK Kitchen
before the Closing Date.
(c) Sky Chefs shall not assume
i. notwithstanding any provision of this Agreement to the
contrary, any collective bargaining agreements or any other
arrangements, commitments or understandings arising under
any collective bargaining agreements or otherwise related to
any collective bargaining agreements, or
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ii. except as provided herein in sections 4.3, 4.4, and 6.4, any
other commitments, plans, arrangements or understandings
regarding terms and conditions of employment for any
individuals employed by LSG at the Kitchen before the
Closing Date.
ARTICLE 3
CLOSING
3.1 CLOSING
The Closing of the transaction contemplated herein shall take place at
the close of business on August 31, 1995 at the office of Xxxxxx, Xxxxxx &
Xxxxxxxxx, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
3.2 CONDITIONS
(a) The obligations of each Party to be performed at the Closing are
subject to the condition that
i. there shall not be in effect any injunction or order of any
court prohibiting the consummation of the transactions
contemplated herein,
ii. the Port Authority shall have consented, to the extent such
consent is required, to the consummation of the transactions
contemplated herein, and
iii. the other Party shall have performed in all material
respects all of its obligations under this Agreement to be
performed prior to or at the Closing.
(b) If the Closing does not occur by reason of the failure of the
condition specified in this section 3.2, this Agreement shall
terminate without any liability or obligation of either Party to
the other, but no such termination shall relieve a Party of
liability for any breach of this Agreement prior to the
termination.
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3.3 DELIVERY OBLIGATIONS OF LSG
At the Closing, LSG shall deliver:
(a) an Assignment Agreement executed by it pursuant to which LSG shall
assign all rights under the Master Lease to Sky Chefs;
(b) documents executed by it evidencing the sublease of the Equipment
Lease Agreement attached hereto as Schedule 3;
(c) documents executed by it evidencing the assignment of the PHH
Fleet America truck lease attached hereto as Schedule 4;
(d) documents evidencing transfer to Sky Chefs of all supplies and
inventories at the Kitchen and any recovery or right referred to
in section 2.1(d).
Sky Chefs hereby acknowledges that all assets are being conveyed on an
"as is - where is" basis and LSG makes no representation or warranty as to the
condition of the assets.
3.4 DELIVERY OBLIGATIONS OF SKY CHEFS
At the Closing, Sky Chefs shall deliver:
(a) a certified or bank check payable to LSG in the amount of the
purchase price as set forth in Article 2.2;
(b) an Assignment Agreement executed by it pursuant to which Sky Chefs
shall assume all rights and obligations under the Master Lease;
(c) documents executed by it evidencing the sublease of the Equipment
Lease Agreement attached hereto as Schedule 3;
(d) documents executed by it evidencing the assignment of the PHH
Fleet America truck lease attached hereto as Schedule 4;
(e) documents executed by it acknowledging receipt by Sky Chefs of all
supplies and inventories at the Kitchen.
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ARTICLE 4
COVENANTS
4.1 GENERAL COVENANT
LSG and Sky Chefs hereby agree to act in good faith and to use best
reasonable efforts between the Signing Date and Closing to insure:
(a) a smooth transition in, among other things, customer service and
labor matters; and
(b) that the business and operation of the Kitchen continues to
function as it has in the ordinary course prior to Closing.
4.2 CUSTOMER CONTRACTS
LSG shall endeavor to transfer to Sky Chefs all of LSG's customer
contracts at the JFK Kitchen attached hereto as Schedule 5 and such transfers
(if achieved) shall take effect as of the Closing.
4.3 EMPLOYEE MATTERS
(a) Prior to the Closing, LSG shall notify all employees at the
Kitchen that their employment with LSG will cease effective the
Closing, and Sky Chefs shall concurrently notify all employees at
the Kitchen that they will be hired as probationary employees by
Sky Chefs, subject to such qualifications and terms and conditions
of employment as Sky Chefs may adopt, effective immediately after
the Closing, subject to the following conditions:
i. all employees shall apply for employment with Sky Chefs and
shall fill out any necessary Sky Chefs employment
application forms, and
ii. all employees shall submit to, and pass, the mandatory Sky
Chefs drug testing program.
For purposes of this covenant, "all employees" shall include
persons on leave or disability to the extent they otherwise have
rights to be rehired.
(b) With respect to its operation of the Kitchen, after the Closing,
Sky Chefs shall be entitled to
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set such terms and conditions of employment with respect to
post-Closing operations at the Kitchen as Sky Chefs deems
appropriate under the circumstances (including any modifications,
reduction or alteration of any previous terms and conditions of
employment).
(c) If necessary, Sky Chefs shall reimburse LSG for its out of pocket
health maintenance organization premiums for the month of
September 1995 for individuals who were LSG employees at the
Kitchen prior to the Closing and who were hired by Sky Chefs after
the Closing.
(d) Sky Chefs shall provide continuation of health coverage under
section 4980B of the Internal Revenue Code for current and former
employees of the Kitchen.
4.4 COOPERATION IN LABOR MATTERS
After the Signing Date,
(a) LSG shall permit reasonable access to the Kitchen and its
employees by representatives of Sky Chefs for purposes of advising
employees about the terms and conditions of employment to be
implemented by Sky Chefs.
(b) LSG shall provide Sky Chefs with such information as it may
reasonably request regarding LSG employees and the terms and
conditions of employment of LSG employees.
(c) Sky Chefs shall provide LSG with such information as it may
reasonably request for use by LSG in providing appropriate
information to, and responding to any inquiries from, LSG
employees or employees' representatives regarding the terms and
conditions of employment to be implemented by Sky Chefs.
4.5 CONTINUITY OF CUSTOMER SERVICE
Sky Chefs shall use its best reasonable efforts to assist LSG in
ensuring that the LSG customers being serviced from the Kitchen receive
uninterrupted and high quality catering services between the Signing Date and
Closing. If requested by LSG, Sky Chefs shall provide to LSG such services from
another facility at JFK for such period of time between the Signing Date and
Closing as may be necessary to ensure such uninterrupted and high quality
services. Sky Chefs shall make available necessary
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personnel to provide such services for the LSG customers in the event of any
such problems between the Signing Date and Closing. LSG will reimburse Sky Chefs
for its reasonable costs (including compensation of its employees) of providing
such services and personnel.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.1 REPRESENTATIONS AND WARRANTIES OF LSG. LSG represents and warrants to
Sky Chefs, with respect to the transactions contemplated herein, that:
(a) Organization and Authority of LSG. LSG is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Delaware and has the corporate power and authority to
enter into and perform this Agreement and the transactions herein
contemplated.
(b) Authorization of Agreement. The execution, delivery and
performance by LSG of this Agreement have been duly authorized by
all requisite corporate action. This Agreement has been duly
executed and delivered by LSG and constitutes and will constitute
legal, valid and binding obligations of LSG enforceable against
LSG in accordance with its terms, except as enforcement may be
limited by bankruptcy or similar laws affecting creditors' rights
generally.
(c) No Conflicts. The execution, delivery and performance of this
Agreement by LSG do not violate or conflict with (i) the
certificate of incorporation or by-laws of LSG or (ii) any
judicial, administrative or regulatory order, judgment or decree
or arbitration award to which LSG is a party or by which it or its
properties are bound.
(d) Assets. The assets to be transferred, assigned, or subleased to
Sky Chefs include all of the assets used by LSG at or in the
operation of the Kitchen.
5.2 REPRESENTATIONS AND WARRANTIES OF SKY CHEFS. Sky Chefs represents and
warrants to LSG, with respect to the transactions contemplated herein, that:
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(a) Organization and Authority. Sky Chefs has been duly organized and
is validly existing in good standing under the laws of the State
of Delaware and has the corporate power and authority to enter
into and perform this Agreement and the transactions herein
contemplated.
(b) Authorization of Agreement. The execution, delivery and
performance by Sky Chefs of this Agreement have been duly
authorized by all requisite corporate action. This Agreement has
been duly executed and delivered by Sky Chefs and constitutes and
will constitute the legal, valid and binding obligation of Sky
Chefs, enforceable against it in accordance with its terms, except
as enforcement may be limited by bankruptcy or similar laws
affecting creditors' rights generally.
(c) No Conflicts. The execution, delivery and performance of this
Agreement by Sky Chefs do not violate or conflict with (i) the
certificate of incorporation or by-laws of Sky Chefs or (ii) any
judicial, administrative or regulatory order, judgment or decree
or arbitration award to which Sky Chefs is a party or by which it
or its properties are bound.
ARTICLE 6
INDEMNIFICATION
6.1 INDEMNIFICATION FOR JFK LEASE LIABILITY
(a) Sky Chefs shall indemnify and hold LSG harmless with respect to,
and shall assume all loss, liability, deficiency, penalty, claim,
damage or expense (including, but not limited to, costs of
investigation and defense and reasonable attorneys' fees)
(collectively, "Damages") of LSG arising out of or in connection
with any failure by Sky Chefs to perform its obligations under
Lease No. AYC-526, the Assignment Agreement, or the negotiations,
transactions or events giving rise to Lease No. AYC-526 or the
Assignment Agreement taken at Sky Chefs' request or with Sky
Chefs' consent. LSG and Sky Chefs agree that Sky Chefs shall
assume all risks and liabilities arising out of or in connection
with Lease No. AYC-526 and the Assignment Agreement,
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notwithstanding anything to the contrary in Lease No. AYC-526 or
the Assignment Agreement.
(b) Sky Chefs shall indemnify, hold harmless, and reimburse LSG for
any failure of Sky Chefs or its successors or assigns to pay rent
or any other monetary liabilities pursuant to its assumption of
Lease No. AYC-526 or the Assignment Agreement, notwithstanding
anything to the contrary in sections 2, 3 and 4 of the Assignment
Agreement.
(c) LSG and Sky Chefs hereby acknowledge that any liability with
respect to the underground storage tank(s) at the Kitchen (the
"Caterair Environmental Liabilities") is the sole liability of
Caterair International Corporation and/or Marriott Corporation and
any such liability was not assumed by LSG pursuant to the Master
Lease, the Assignment Agreement, or this Agreement, and shall not
be assumed by Sky Chefs pursuant to this Agreement.
6.2 GENERAL INDEMNIFICATION BY LSG
LSG shall indemnify and hold harmless Sky Chefs, Sky Chefs' affiliates,
and each of their respective officers, directors, employees and agents, from,
and shall reimburse Sky Chefs, Sky Chefs' affiliates, and each of their
respective officers, directors, employees and agents, for any Damages arising at
any time from or in connection with:
(a) any material inaccuracy in any representation or warranty by LSG
set forth in this Agreement;
(b) any material failure by LSG to perform or comply with any
agreement contained in this Agreement;
(c) any claim by any person for brokerage or finder's fees or
commissions or similar payments based upon any agreement or
understanding alleged to have been made by any such person with
LSG (or any person acting on its behalf) in connection with any of
the transactions contemplated hereby;
(d) any action taken (or not taken) by LSG before the Closing Date of
this Agreement with respect to the Kitchen, excluding any
liability referred to in section 6.3(g) and excluding any matters
subject to indemnification by Sky Chefs at section 6.4;
(e) the use and occupancy of the premises by LSG or the conduct or
management of the business
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conducted by LSG on the premises, including any act or omission by
LSG, its agents, contractors, employees, servants, lessees,
concessionaires, invitees, licensees, and customers before the
Closing Date, excluding any matters subject to indemnification by
Sky Chefs at section 6.4.
(f) any failure of LSG to follow applicable legal requirements with
regard to the effects upon employees with respect to the
transactions contemplated herein.
The foregoing indemnification shall apply whether or not such
liabilities and costs are in any way or to any extent caused, in whole or in
part, by any act or omission of any kind by Sky Chefs, provided only that Sky
Chefs shall not be entitled under this Article to receive indemnification for
that portion, if any, of any liabilities and costs which is proximately caused
by its own individual gross negligence or willful misconduct, as determined in a
final judgment. If any person (including LSG or any of its affiliates) alleges
such gross negligence or willful misconduct by Sky Chefs, the indemnification
provided for herein shall nonetheless be paid upon demand, subject to later
adjustment or reimbursement, until such time as a court of competent
jurisdiction enters a final judgment as to the extent and effect of the gross
negligence or willful misconduct.
The foregoing indemnities shall be perpetual. Any amount to be paid
hereunder by LSG to any person or for which LSG has indemnified any person shall
be a demand obligation owing by LSG to Sky Chefs.
6.3 GENERAL INDEMNIFICATION BY SKY CHEFS
Sky Chefs shall indemnify and hold harmless LSG, LSG's affiliates and
each of their respective officers, directors, employees and agents from, and
shall reimburse LSG, LSG's affiliates and each of their respective officers,
directors, employees and agents for any Damages arising from or in connection
with:
(a) any material inaccuracy in any representation or warranty by Sky
Chefs set forth in this Agreement;
(b) any material failure by Sky Chefs to perform or comply with any
agreement contained in this Agreement;
(c) any claim by any person for brokerage or finder's fees or
commissions or similar payments based upon any agreement or
understanding alleged to have been made by such person with Sky
Chefs (or any
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person acting on its behalf) in connection with any of the
transactions contemplated hereby;
(d) any action taken (or not taken) by Sky Chefs after the Closing
Date of this Agreement with respect to the Kitchen, excluding any
matters subject to indemnification by Sky Chefs at section 6.4;
(e) the use and occupancy of the premises by Sky Chefs or the conduct
or management of the business conducted by Sky Chefs on the
premises, including any act or omission by Sky Chefs, its agents,
contractors, employees, servants, lessees, concessionaires,
invitees, licensees, and customers after the Closing Date,
excluding any matters subject to indemnification by Sky Chefs at
section 6.4;
(f) (i) the failure of Sky Chefs to perform any agreement, covenant or
obligation required to be performed by Sky Chefs pursuant to Lease
No. AYC-526 or the Assignment Agreement relating to environmental
laws or hazardous substances, (ii) any violation of or failure to
comply with any environmental law now existing or hereafter
occurring, resulting from or connected to the ownership,
construction, occupancy, operation, use, or maintenance of the
premises, (iii) the removal of hazardous substances from the
premises (or if removal is prohibited by law, the taking of
whatever action is required by law), (iv) any act, omission, event
or circumstance existing or occurring or resulting from or in
connection with the ownership, construction, occupancy, operation,
use or maintenance of the premises, regardless of whether the act,
omission, event or circumstance constituted a violation of or
failure to comply with any environmental law at the time of its
existence or occurrence, and (v) any and all claims or proceedings
(whether brought by private party or governmental agency) for
bodily injury, property damage, abatement or remediation,
environmental damage, or impairment or any other injury or damage
resulting from or relating to any hazardous substance located upon
or migrating into, on, from or through the premises (whether or
not any or all of the foregoing was caused by Sky Chefs, a prior
owner of the premises, a prior operator of the premises, their
respective tenants or subtenants, or any third party and whether
or not the alleged liability is attributable to the handling,
storage, use, treatment, processing,
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distribution, manufacture, generation, discharge, transportation
or disposal of such hazardous substance or the mere presence of
such hazardous substance on the premises), excluding the Caterair
Environmental Liabilities;
(g) claims of LSG employees' representatives arising solely as a
result of the transactions contemplated herein after the Closing
Date and resulting from any action taken by Sky Chefs with respect
to the terms and conditions of employment at the Kitchen on or
after the Closing Date; and
(h) any liabilities with respect to the trucks and other vehicles at
the Kitchen after the Closing Date.
The foregoing indemnification shall apply whether or not such
liabilities and costs are in any way or to any extent caused, in whole or in
part, by any act or omission of any kind by LSG, provided only that LSG shall
not be entitled under this Article to receive indemnification for that portion,
if any, of any liabilities and costs which is proximately caused by its own
individual gross negligence or willful misconduct, as determined in a final
judgment. If any person (including Sky Chefs or any of its affiliates) alleges
such gross negligence or willful misconduct by LSG, the indemnification provided
for herein shall nonetheless be paid upon demand, subject to later adjustment or
reimbursement, until such time as a court of competent jurisdiction enters a
final judgment as to the extent and effect of the gross negligence or willful
misconduct.
The foregoing indemnities shall be perpetual. Any amount to be paid
hereunder by Sky Chefs to any person or for which Sky Chefs has indemnified any
person shall be a demand obligation owing by Sky Chefs to LSG.
The foregoing indemnities in this section 6.3 is in addition to, and
shall not limit in any way, the indemnities as set forth in section 6.4.
6.4 INDEMNIFICATION DURING PERIOD BETWEEN SIGNING DATE AND CLOSING
LSG and Sky Chefs hereby acknowledge that the Parties share a mutual
interest in a smooth transition of this transaction. LSG and Sky Chefs hereby
agree that Sky Chefs shall indemnify and hold harmless LSG, LSG's affiliates and
each of their respective officers, directors, employees and agents from, and
shall reimburse LSG, LSG's affiliates and each of their respective officers,
directors, employees and agents for any Damages arising from or in connection
with:
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(a) any claims of LSG employees or employees' representatives arising
during the period between the Signing Date and Closing solely as a
result of the transactions contemplated herein and not
attributable to the negligence or willful misconduct of LSG; and
(b) any claims of LSG customers for disruption of service between the
Signing Date and Closing arising solely as a result of the
transactions contemplated herein and not attributable to the
negligence or willful misconduct of LSG or the failure of LSG to
use its best reasonable efforts to minimize such disruption.
6.5 PROCEDURE FOR INDEMNIFICATION
The obligations and liabilities of each party hereunder with respect to
their respective indemnities resulting from any claim or other assertion of
liability by third parties (hereinafter a "Claim"), shall be subject to the
following terms and conditions:
(a) The party seeking indemnification (the "Indemnified Party") must
give the other party or parties, as the case may be (the
"Indemnifying Party"), notice of any such Claim promptly after the
Indemnified Party receives notice hereof.
(b) The Indemnifying Party shall have the right to undertake, by
counsel or other representatives of its own choosing, the defense
of such Claim and may settle such Claim at the sole expense of the
Indemnifying Party.
(c) In the event that the Indemnifying Party shall elect not to
undertake such defense, or within a reasonable time after notice
of any such Claim from the Indemnified Party shall fail to defend,
the Indemnified Party (upon further written notice to the
Indemnifying Party) shall have the right to undertake the defense,
compromise or settlement of such Claim, by counsel of its own
choosing, on behalf of and for the account and risk of the
Indemnifying Party (subject to the right of the Indemnifying Party
to assume defense of such Claim at any time prior to settlement,
compromise or final determination thereof).
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6.6 EXCLUSIVITY
This Article 6 provides the exclusive means by which a Party may assert
claims for indemnification against another Party with respect to the
transactions contemplated by this Agreement.
ARTICLE 7
MISCELLANEOUS
7.1 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties
with respect to the subjects covered herein, and supersedes all prior oral or
written agreements, commitments or understandings with respect to the matters
provided herein.
7.2 GUARANTEE
LSG Lufthansa Service GmbH hereby guarantees the full and timely
performance by LSG Lufthansa Service USA Corporation under this Agreement. This
guarantee is an independent obligation that may be enforced against LSG
Lufthansa Service GmbH before, after, or without enforcement of LSG Lufthansa
Service USA Corporation's obligations under this Agreement and shall be
enforceable notwithstanding any amendment of, or forbearance under, this
Agreement or any other event (other than the full and timely performance by LSG
Lufthansa Service USA Corporation) that would discharge the obligations of a
surety.
7.3 ARBITRATION
Any dispute, controversy or claim arising out of or relating to this
Agreement or breach hereof, shall be conducted in accordance with UNCITRAL
Rules. The arbitration shall be conducted in London in the English language
before a sole arbitrator. The parties shall attempt, by agreement, to nominate
the sole arbitrator. If the parties fail so to nominate a sole arbitrator within
30 days from the date when the claimant's request for arbitration has been
communicated to the other party, the appointing authority shall be the London
Court of International Arbitration acting in accordance with its rules for this
purpose.
7.4 GOVERNING LAW
This Agreement is subject to, and shall be construed in accordance,
with, the laws of the State of Delaware.
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7.5 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
7.6 ASSIGNMENT
Sky Chefs may assign its rights under this Agreement to Onex Food
Services, Inc., or any subsidiary thereof, but no such assignment shall relieve
Sky Chefs of its obligations hereunder. Except as provided in the preceding
sentence, neither Party may assign any of its rights or obligations under this
Agreement.
7.7 EXCLUSIVE BENEFICIARIES
This Agreement is intended for the exclusive benefit of the Parties
hereto and their respective successors and permitted assigns. Nothing contained
in this Agreement shall be construed as granting any rights or benefits in or to
any third party, including current and former employees of LSG.
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IN WITNESS WHEREOF, the parties hereto have caused this Acquisition
Agreement to be executed by their officers or other representatives duly
authorized, as of the day first above written.
Sky Chefs, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Executive Vice President
LSG Lufthansa Service USA Corporation
By: /s/ Illegible
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Title: Assistant Secretary and Assistant
Treasurer
LSG Lufthansa Service GmbH (as to
Section 7.2 only)
By: /s/ Illegible
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Title: Vice President Subsidiaries/
Audit/Corporate Affairs
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