ASSIGNMENT OF TRADEMARKS
THIS ASSIGNMENT OF TRADEMARKS (this "ASSIGNMENT"), is made and entered
into as of January 25, 1996 by KEEBLER COMPANY, a Delaware corporation
("ASSIGNOR"), in favor of THE O'BOISIE CORPORATION, an Illinois corporation
("ASSIGNEE"). Capitalized terms used herein without definition shall have the
meanings given to such terms in the Purchase Agreement (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, Assignor owns and uses in its business various intangible
assets, including trademarks and service marks, together with the goodwill
symbolized by said marks, listed on SCHEDULE I attached hereto, as the same may
be amended from time to time, and all designs, logos, indicia, tradenames,
corporate names, company names, business names, fictitious business names, trade
styles and/or other source and/or business identifiers and applications
pertaining thereto (collectively, the "TRADEMARKS");
WHEREAS, Assignor and Assignee have entered into a Snack Assets
Purchase Agreement, dated November 18, 1995 (as modified, amended or
supplemented from time to time, the "PURCHASE AGREEMENT"), providing for the
purchase by the Assignee of certain assets of the Assignor relating to its salty
snack business;
WHEREAS, the Assignee has required, as a condition to its entering
into the Purchase Agreement, that Assignor execute and deliver this Assignment
in favor of the Assignee.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by Assignor:
1. Assignor hereby transfers to Assignee all right, title and
interest in, to and under each of the Trademarks, and including all trademark
rights with respect thereto and all federal and state registrations therefor
heretofore or hereafter granted or applied for, the right (but not the
obligation) to register claims under any state or federal trademark law or
regulation and to apply for, renew and extend the Trademarks, registrations and
trademark rights, the right (but not the obligation) to xxx or bring opposition
or cancellation proceedings in the name of Assignor or in the name of Assignee
for past, present and future infringements of the Trademarks, registrations or
trademark rights of Assignor and all rights (but not obligations) corresponding
thereto in the United States, and any associated goodwill.
2. The validity, interpretation and enforcement of this Assignment
shall be governed by the laws of the State of Illinois without giving effect to
the conflict of law principles thereof.
3. Assignor hereby agrees on behalf of itself and its successors and
assigns, that it will assist Assignee in any litigation, opposition or other
proceedings which may arise involving the Trademarks and will execute and
deliver to Assignee any and all additional documents and perform any further
acts necessary to vest in Assignee the rights hereby conveyed; PROVIDED,
HOWEVER, that any and all costs, expenses and charges incurred in relation to
the foregoing will be borne by Assignee.
4. This Assignment may be executed in any number of counterparts and
by the different parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.
5. Any notice or other communication under this Agreement must be in
writing and will be deemed given when delivered in person or sent by facsimile
(with proof of receipt at the number to which it is required to be sent), or on
the third business day after the day on which mailed by first class mail from
within the United States of America, or delivered by a recognized overnight
courier service to the following addresses (or such other address as may be
specified after the date of this Agreement by the party to which the notice or
communication is sent):
If to the Assignor:
United Biscuits (Holdings) plc
Xxxxxx Xxxx
Xxxx Xxxxxxx
Xxxxxxxxx, XX0 0XX
Xxxxxxx
Facsimile No.: 44-1-895-43-2028
Attention: Xxxx Xxxx
with a copy to:
Xxxxxx & Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx
If to the Assignee:
The O'Boisie Corporation
c/o Kelly Food Products, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Blue
2
with a copy to:
Katten, Muchin & Zavis
000 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxxx
3
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be executed as of the day and year first above written.
KEEBLER COMPANY
By:
---------------------------
Name:
Title:
Accepted:
THE O'BOISIE CORPORATION
By:
---------------------------
Name:
Title:
STATE OF ILLINOIS )
) ss.:
COUNTY OF _______ )
On the ___ day of December 1995, before me personally came
_____________, to me known, who being by me duly sworn, did depose and say that
they reside at _____________________________, that they are the
_____________________________ of Keebler Company the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the board of directors of said corporation.
------------------------------
Notary Public
STATE OF ILLINOIS )
) ss.:
COUNTY OF _______ )
On the ___ day of December 1995, before me personally came
_____________, to me known, who being by me duly sworn, did depose and say that
he resides at _______________________________, that he is the
_______________________________ of The O'Boisie Corporation, the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the board of directors of said corporation.
------------------------------
Notary Public
SCHEDULE I
TRADEMARKS
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POTATO-BASED CHIPS
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O'BOISIES-Registered Trademark- - U.S. Registration No. 1,511,130
TATO SKINS-Registered Trademark- - U.S. Registration No. 1,424,126
RIPPLIN'S-Registered Trademark- - U.S. Registration No. 1,558,272
FLOUR-BASED CHIPS
-----------------
PIZZARIA'S-Registered Trademark- - U.S. Registration No. 1,676,397
PRETZELS
--------
KNOTS-Registered Trademark- - U.S. Registration No. 961,049
BRAIDS-Registered Trademark- - U.S. Registration No. 1,417,946
(Supplemental)
- U.S. Registration No. 1,537,532
(Principal)
DIPS AND SALSAS
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