STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
* Confidential Treatment has been requested for portions of this
exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as *. A complete version
of this exhibit has been filed separately with the Securities and Exchange
Commission.
STOCK PURCHASE AGREEMENT RELATED TO THE SHARES ISSUED BY INTERFRUVER DE
MEXICO, S.A. DE C.V., XXXXXXXXXXX, ("INTERFRUVER") EXECUTED BY (i)
AGROBIONOVA, S.A. DE C.V., A MEXICAN COMPANY REPRESENTED IN THIS ACT BY
MISTERS XXXXX XXXXX XXXXXXXX AND XXXXXXX XXXXXXX XXXXXXXXXX XXXXX, IN THEIR
CAPACITIES AS LEGAL REPRESENTATIVES, HEREINAFTER KNOWN AS THE "SELLER" OR
"ABSA"; AND ON THE OTHER HAND, XX. XXXXXXX BON XXXXXXXXXX, WHO APPEARS ON HIS
OWN RIGHT AND IN REPRESENTATION OF MISTERS XXXXXX BON XXXXXXXXXX, XXXXX BON
XXXXXXXXXX, AND XXXX XXXXXXXXX XXXXXXXXXX DE LA XXXX, WHO SHALL JOINTLY AND
HEREINAFTER BE KNOWN AS THE "BUYERS", ACCORDING TO THE FOLLOWING STATEMENTS
AND CLAUSES:
STATEMENTS
I. The representatives of THE SELLER state that:
a) Their represented company is a company incorporated under the
Mexican laws, whose predominant subject matter is the production and
commercialization of agricultural products.
b) They have all necessary power for the execution of this agreement,
and that they have obtained all the corporate requirements and
necessary authorizations for the execution of this agreement. Such
power has not been revoked or limited in any way.
c) Their represented company is the legitimate owner of a total of
2,500,500 (Two Million Five Hundred Thousand Five Hundred) shares
representative of the subscribed and paid capital stock of
INTERFRUVER, which are totally subscribed, paid, and issued according
to the Registry Book of Registered Stock of INTERFRUVER. In fact,
INTERFRUVER has the possession and full domain of the shares, free
from all burden or encumbrance, trial litigation or any claim,
represented by the final Stock Certificates described on Exhibit "A"
annexed to this instrument, hereinafter and as a shortcut "THE
SHARES".
II. The BUYERS state that:
a) All of them are people of Mexican nationality with the legal
capacity to become obligated.
b) They are dedicated to the commercialization of agricultural
products.
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STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
c) They possess the necessary resources to fulfill the obligations
they contracted through this instrument.
d) It is their will to become obligated as joint debtors of all and
each one of the obligations under their charge, according to this
Agreement.
e) There is no legal impediment for them to execute this Agreement as
joint debtors of the obligations under their charge. Likewise, that
they have a full legal capacity to carry out such act.
f) Xx. Xxxxxxx Bon Xxxxxxxxxx appears on his own right and under the
authority and representation of misters XXXXXX BON XXXXXXXXXX, XXXXX
BON XXXXXXXXXX and XXXX XXXXXXXXX XXXXXXXXXX DE LA XXXX, legal
capacity which he proves with the certified copy of the enclosed
power of the notary public, powers which have not been revoked,
limited or modified in any way.
III. STATEMENT OF THE PARTIES
a) THE SELLER and THE BUYERS record that the BUYERS wish to purchase
and the SELLER wishes to sell and transmit all the shares, in
accordance to what is established on the preceding paragraph 1.c),
subject to the terms and conditions of this instrument.
b) THE SELLER and THE BUYERS state that in the execution of this
agreement there has not been any falsehood, use of force against the
consent of another, bad faith, or any flaw between the parties, and
that they mutually acknowledge their legal capacity and legal standing
to execute such agreement.
In accordance to what has been established, the parties agree on the
following:
CLAUSES
FIRST.- SALE OF THE STOCK.-
1.1 SALE. According to the terms and conditions of this agreement,
THE SELLER will sell, cede, and traspass THE SHARES, with no
reserve or limitation whatsoever to THE BUYERS, and these acquire
them from THE SELLER, free from all burden, encumbrance, and legal
limitations regarding property ownership rights, with all the
pertaining rights and obligations.
1.2 TRANSFER OF THE SHARES AND GRANTING OF A SECURITY INTEREST. The
transfer, endorsement to transfer title, and delivery of THE
SHARES (as described in exhibit "A") property of THE SELLER on
behalf of THE SELLER to THE BUYER shall be carried out at the
moment of execution by all the parties involved in this
instrument.
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STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
Simultaneously in such act, THE BUYERS will endorse in Security
Interest and in favor of THE SELLER the certificates that cover
the totality of THE SHARES, in conformity to the Chattel Mortgage
Agreement annexed to this instrument as Exhibit "B", which shall
be signed by all parties during the execution of this instrument
(hereinafter and as a shortcut "CHATTEL MORTGAGE AGREEMENT".)
The delivery of the Stock Certificates, representative of THE
SHARES, to THE BUYERS transfer with no limitation whatsoever the
character of shareholders of INTERFRUVER to such buyers, as well
as all the rights that THE SHARES include, such as corporate
rights, including in a declaratory but not limitative manner the
following: right to vote, right to deliberate in Meetings, right
to name administrators and a corporate examiner; likewise, all
the property rights shall be included in the transfer, including
the right to receive dividends and a settlement installment; in
the understanding, however, that THE BUYERS will not be able to
carry out or keep from executing any act contrary to the
conditions foreseen in this instrument or in the CHATTEL MORTGAGE
AGREEMENT, reason why THE BUYERS will be able to agree on the
corporate merger, settlement, corporate break-up or increase of
the capital stock of INTERFRUVER, without the previous written
consent of THE SELLER. In case any of the foregoing is carried
out, THE BUYERS obligate themselves in this act to deliver to THE
SELLER in such same date the representative certificates of title
that correspond according to the capital stock tenure that the
parties kept before the execution of this agreement, endorsing the
same in a security interest.
1.3 NO ACQUISITION OF LIABILITIES OR RISKS. THE SELLER, by virtue of
the execution of this Agreement, does not acquire any liabilities
or risks, being either legal, fiscal, labor, or of any other
nature, either past, present or future derived from the own
operation of INTERFRUVER, reason why they will not be a cause for
any claim or reimbursement, except for those that derive from the
execution of the services rendered to INTERFRUVER by THE SELLER
and/or by the companies named Bionova, S.A. de C.V. and /or
Comercializadora Premier, S.A. de C.V., and only during the term
in which the parties acted as partners of INTERFRUVER, this is,
from January 1995 up to the date of execution of this instrument;
as long as such risks or claims do not derive from the fault or
negligence of INTERFRUVER or THE BUYERS.
1.4 TRADEMARK. THE SELLER has the obligation to transfer and carry out
the necessary acts for the transfer of the legal entitlement
rights of the brand named PREMIER, in favor of THE BUYERS or whom
they may designate in the Mexican United States, as well as to
register such transfer before the Mexican Institute for
Intellectual Property ("INSTITUTO MEXICANO DE LA PROPIEDAD
INDUSTRIAL"). The transfer of the mentioned brand shall be done
the
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STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
first day of January of the year 2003, as long as THE BUYERS are
not in noncompliance with this agreement and/or the CHATTEL
MORTGAGE AGREEMENT. It is important to mention that the ownership
of the brand Premier in the United States of America and in Canada
will continue under the present terms.
1.5 PRICE AND FORM OF PAYMENT. The price of this operation is made up
and will be paid by THE BUYERS in the following manner: (i) A
fixed amount of $2,580,620.56 U.S. dollars (two million five
hundred and eighty thousand six hundred and twenty dollars
56/100 U.S.c.y.) or its equivalent in national currency according
to the free rate of exchange in relation to the average purchase
of the following stock exchange houses VECTOR, MONEX and INTERCAM
(RATE OF EXCHANGE) that governs on the date any payment derived
from the purchase of THE SHARES must be made, hereinafter ("THE
FIXED PRICE"); and (ii) A variable amount additional to THE FIXED
PRICE, that THE BUYERS must cover to THE SELLER through 4 (four)
annual and variable payments, as described in Exhibit "C" that is
annexed to this Agreement and according to what is mentioned
hereinafter ("THE VARIABLE PRICE").
THE FIXED PRICE mentioned in the previous paragraph is made up
of the following concepts: (i) The sum of $896,087.41 U.S.
dollars (eight hundred and ninety-six thousand, eighty-seven
dollars 41/100 U.S. legal currency), equivalent to the payment
under the concept of Net Worth of INTERFRUVER; (ii) The sum of
$651,880.98 U.S. dollars (six hundred and fifty-one thousand
eight hundred and eighty dollars 98/100 U.S. legal currency)
plus the Value Added Tax ("VAT") for the sum of $97,782.14 U.S.
dollars (ninety-seven thousand seven hundred and eighty-two
dollars 14/100 U.S. legal currency), equivalent to the cost of
the Accounts Receivable for the rendering of different services
rendered to INTERFRUVER during the year 2001; (iii) The sum of
$815,217.39 (eight hundred and fifteen thousand two hundred and
seventeen dollars 39/100 U.S. legal currency), plus the Value
Added Tax ("VAT") for the sum of $122,282.61 U.S. dollars (one
hundred and twenty-two thousand two hundred and eighty-two
dollars U.S. legal currency), equivalent to the cost of the
Accounts Receivable for the rendering of different services
that THE SELLER will render to INTERFRUVER during the year
2002, as well as the royalty payment for the use and enjoyment
of the brand "Premier"; and (iv) the sum of $217,434.78 U.S.
dollars (two hundred and seventeen thousand four hundred and
thirty-four dollars 78/100 U.S. legal currency) that is
equivalent to the irrevocable recognition by INTERFRUVER of the
contingency accounts.
Due to what has been established, THE BUYERS have the
obligation to pay the agreed price to THE SELLER for the sale
of
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STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
THE SHARES, according to what has been mentioned on the preceding
paragraphs and in the following manner:
1.5.1.1 The sum of $1,654,230.05 dollars (one million six
hundred and fifty-four thousand two hundred and thirty dollars
05/100 U.S. legal currency), or its equivalent in national
currency according to the RATE OF EXCHANGE that governs on the
date of payment, shall be covered precisely on the date of
execution and signature of this instrument, additionally and
without forming part of the Sales Price of THE SHARES. THE
BUYERS must pay, in addition to the price of THE SHARES, the
sum of $113,721.39 (one hundred and thirteen thousand seven
hundred and twenty-one dollars 39/100 U.S. legal currency), or
its equivalent in national currency according to the RATE OF
EXCHANGE that governs on the date of payment under the concept
of VAT of the Accounts Receivable mentioned on this Clause;
1.5.1.2 The sum of $708,955.73 U.S. dollars (seven hundred and
eight thousand nine hundred and fifty-five dollars 73/100 U.S.
legal currency), or its equivalent in national currency
according to the RATE OF EXCHANGE that governs on the date of
payment, shall be covered precisely the first day of March of
the year 2002; without forming part of the Sales Price of THE
SHARES. THE BUYERS must pay, additionally and without forming
part of the Sales Price of THE SHARES, the sum of $106,343.36
dollars (one hundred and six thousand three hundred and
forty-three dollars 36/100 U.S. legal currency), or its
equivalent in national currency according to the RATE OF
EXCHANGE that governs on the date of payment under the concept
of VAT of the Accounts Receivable mentioned in this Clause;
1.5.1.3. The sum of $217,434.78 U.S. dollars (two hundred and
seventeen thousand four hundred and thirty-four dollars 78/100
U.S. legal currency), or its equivalent in national currency,
according to the date of payment, shall be covered on August 31
of the year 2002.
In order to document the payment obligations included on
the preceding sub-paragraphs 1.5.1.2. and 1.5.1.3., and not as
a means of payment, THE BUYERS sign in this act two promissory
notes in favor of THE SELLER, each one for the corresponding
amount.
1.5.2. The payment of THE VARIABLE PRICE shall be made in NATIONAL
CURRENCY (PESOS) through four annual and variable payments ("THE
ANNUAL PAYMENT") during the calendar years 2002, 2003, 2004, and
2005, * according to what is mentioned hereinafter.
1.5.2.1. Over the sales of the agricultural products made by
INTERFRUVER to its clients * made during the sales
period that covers from January 1st to December 31st
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STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
each one of the years 2002, 2003, 2004, and 2005
(hereinafter "THE SALES PERIOD"), THE BUYERS shall
cover THE ANNUAL PAYMENT to THE SELLER, precisely every
December 31st of each one of the mentioned years ("THE
DATE OF THE ANNUAL PAYMENT"), and THE PARTIAL PAYMENT
every June 30th of each one of the mentioned years ("THE
DATE OF THE PARTIAL PAYMENT"). The Sum of the payments
of the VARIABLE PRICE will be determined in the
following manner:
(i) If the sales of INTERFRUVER * during the corresponding
SALES PERIOD results lower than the sum of * or its
equivalent in national currency, then the Sum of the ANNUAL
PAYMENT will be the sum of the amount equivalent to * . THE
BUYERS must pay to THE SELLER THE PARTIAL PAYMENT on the DATE
OF THE PARTIAL PAYMENT, over the sum equivalent to * .
(ii) If the sales of INTERFRUVER * , during the
corresponding SALES PERIOD results higher than the sum of *
or its equivalent in national currency, then THE SUM of the
ANNUAL PAYMENT will be the sum of the amount equivalent to *
. THE BUYERS must pay to THE SELLER THE PARTIAL PAYMENT on the
DATE OF THE PARTIAL PAYMENT, over the sum equivalent to * .
(iii) Regardless of the preceding paragraphs, the parties may
determine the sums of the payments of THE VARIABLE PRICE
according to exhibit "C", which is annexed to this agreement.
The following procedure must be followed in order to determine
the equivalence of the sales for the sum of * mentioned on
sub-paragraphs (i) and (ii); each one of the sales periods will
be divided into 12 calendar months. The sale made by
INTERFRUVER in each one of the months will be divided by the
average arithmetic rate of exchange of the same period. The
sum that results from such mentioned operation by the 12
(twelve) periods shall be the point of comparison.
The first SALES PERIOD shall cover from the first of October of
the year 2001 through December 31st of the year 2002; likewise,
both the DATE OF THE ANNUAL PAYMENT and THE DATE OF THE PARTIAL
PAYMENT will have 30 days of grace for their payment, with no
charge of interests; and,
1.5.2.2. The sum * shall be paid every six months,
specifically on August 31 of the year 2002 and on
January 15 of the year 2003 ("PAYMENT DATE"), and
afterwards for the years 2003, 2004, and 2005, the
payment shall be covered every two months on the day 15
of the months of January, March, May, July,
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STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
September, and November of each one of the mentioned
years.
The first SALES PERIOD will cover from the first of October of
the year 2001 to December 31st of the year 2002.
*
1.6 ANTICIPATORY EXPIRATION AND CONTRACTUAL PENALTY. The lack of a
timely payment on the expiration of the payment obligations by THE
BUYERS contemplated on the preceding sub-paragraphs 1.5.1.2. and
1.5.1.3., will give the right to THE SELLER to either rescind this
agreement or carry out its execution through the security interest
granted by the CHATTEL MORTGAGE AGREEMENT.
Nevertheless, in case there is a lack of timely payment on the
expiration of the obligations mentioned on the preceding
Clauses1.5.1.2. and/or 1.5.1.3, THE BUYERS will have the option of
an unextendible term of an additional 60 (sixty) calendar days after
the expiration of such payment obligations, under the understanding
that such additional term will generate late payment charges
referred to on the next paragraph.
Regardless of what has been established on the preceding paragraphs,
if THE BUYERS do not comply with any of their payment obligations,
then they must pay to THE SELLER the pending payment of their debt
up to the date of noncompliance, and additionally, under the concept
of Contractual Penalty, without having the need of giving a previous
requirement, late payment charges equivalent to the monthly rate of
3.0% (three percent) over the sum of the unfulfilled amounts and
those that expire afterwards, precisely since the date of each
expiration and until the total payment of the corresponding debt.
Likewise, in case there is a lack of timely payment on the
expiration of the obligations under their responsibility,
established on Clauses 1.5.2.1 and/or 1.5.2.2 of this instrument,
then THE BUYERS will have the option of an additional term of 30
(thirty) calendar days after the expiration of such payment
obligations, without the charge of any interests, and another
additional term of 30 (thirty) calendar days, which will cause
normal interests equivalent to the National Equilibrium Interbank
Rate ("TASA INTERBANCARIA INTERNA DE EQUILIBRIO") plus 4 points, in
case they do not comply with their payment obligations at the
expiration of the terms established in this paragraph. THE BUYERS
will have the obligation to cover the late payment charges
calculated by multiplying the normal rate by 2 (two) over the sum of
the amounts unfulfilled and those that will expire afterwards,
precisely since the date of each expiration and until the total
payment of the corresponding debt.
1.7 TAXES AND FEES RELATED TO THE TRANSFER. All the taxes and fees
related to the transfer and fees of the notary public, if there were
any, caused by the purchase operation foreseen in this agreement and
its accessory contracts will be charged to
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STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
the party that has the obligation to pay such taxes and fees in Mexico,
according to law, in the understanding that THE SELLER shall be
responsible for the payment of the Income Tax Law that results from the
sale and transfer of the SHARES.
1.8 REPRESENTATIVE OF THE BUYERS. THE BUYERS name as representatives
for all the effects of this Agreement, including the reception of
notifications, Xx. Xxxxxxx Bon Xxxxxxxxxx and Xx. Xxxxxx Bon
Xxxxxxxxxx, who may act jointly or separately. Any change in the
naming of the representatives herein established shall be communicated
in a reliable way to ABSA through a writing that must be signed by all
THE BUYERS.
Under any circumstance and at any moment, THE SELLER may request THE
BUYERS that the naming of the mutual representative, as well as his
revocation or the limitation of his rights, is ratified before the
presence of a Notary Public or Commercial Broker.
1.9 JOINT DEBTORS. Through this Agreement, misters Xxxxxxx Bon
Xxxxxxxxxx, Xxxxxx Bon Xxxxxxxxxx, Xxxxx Bon Xxxxxxxxxx, and Xxxx
Xxxxxxxxx Xxxxxxxxxx de la Xxxx agree to become joint debtors in
relation to each and every one of the payment obligations that they
may acquire either individually or jointly with THE SELLER as BUYERS,
and as a result of this Agreement, including the payment of each
depreciation that corresponds to THE FIXED PRICE and THE VARIABLE
PRICE, as well as the late payment charges or any other payments that
may result in accordance to what is established in this Agreement and
articles 1987 (one thousand nine hundred and eighty-seven), 1998 (one
thousand nine hundred and ninety-nine), and others that may be applied
according to the Federal Civil Code, of complimentary enforcement in
commercial matter.
For this reason, each one of THE BUYERS acquires the obligation with
THE SELLER to pay on time the whole sum of any quantity that may result
from this Agreement, charged to THE BUYERS, as if it was its own
obligation with THE SELLER. In such a case, THE SELLER does not have
to request or demand to the rest of the buyers to comply with such
obligation.
1.10 REDRESS AND EVICTION. THE SELLER has the obligation to respond to
THE BUYERS of the redress in case of an eviction related to THE SHARES,
in accordance to the terms of this agreement and the applicable legal
provisions.
1.11 DISTRIBUTION. The parties agree through this instrument that THE
SELLER shall grant to INTERFRUVER 7 (seven) calendar days in addition
to the credit that it normally grants to INTERFRUVER for the payment
of the shipment that THE SELLER supplies to INTERFRUVER, exclusively
for the distribution of the agricultural products supplied by THE
SELLER. For this reason, the credit of the Open Account of
INTERFRUVER, solely for this concept shall be from 21 (twenty-one) to
28 (twenty-eight) calendar days.
1.12 POWERS. In this act, THE SELLER commits with THE BUYERS to prepare and
deliver to them a list containing the General and Special Powers of
Attorney that have been granted by INTERFRUVER, precisely up to the
date of execution of this
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STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
agreement in order for the Powers to be revoked by the Board of
Directors of INTERFRUVER.
SECOND.- STATEMENTS AND GURANTEES OF THE SELLER
In this act, THE SELLER states and guarantees to THE BUYERS the following:
2.1 AUTHORIZATION AND VALID OBLIGATIONS. The execution, delivery and
compliance to this agreement and its transactions have been duly authorized
in accordance to the requirements of THE SELLER. This instrument has been
executed by THE SELLER with full legal standing and in compliance with the
corporate requirements or of any other nature, constituting a valid and
enforceable contract for THE SELLER.
2.2 POWERS. THE SELLER has the full capacity and necessary power to be the
owner of THE SHARES, as well as to execute and carry out this agreement.
2.3 GOVERNMENTAL AUTHORIZATIONS. During the execution of this agreement, and
in order for it to be fulfilled, THE SELLER is not required to present any
type of notification or document before any governmental authority.
Neither does it need to obtain from such governmental authority any consent,
approval, or authorization of any nature. THE SELLER has the obligation to
comply with the applicable laws, as well as with the by-laws and
provisions of different authorities in relation with the execution,
delivery, and compliance with this agreement and its transactions.
2.4 CONTRACTS. Except for this agreement and those that may derive from it,
THE SELLER is not a part of nor is it subject to any contract, agreement or
substantial unilateral commitment, either written or verbal, in relation
with THE SHARES.
2.5 LEGAL PROCEDURES.
(a) THE SELLER is not involved nor is it aware of any legal action or
procedure against it before any Court or administrative authority in
relation with THE SHARES. Likewise, there have not been any claims
against THE SELLER that might bring up such actions or procedures;
(b) THE SELLER is not aware of any investigations or pending claims to
be initiated by governmental authorities against THE SELLER, its
officials or consultants that might have an adverse effect on THE
SHARES.
2.6 EFFECTIVE DATE OF THE STATEMENTS AND GUARANTEES. The guarantees and
statements of THE SELLER, mentioned in this contract, shall be understood
to be made on the date of this contract, and its effects shall commence
also on such date.
THIRD.- STATEMENTS AND XXXXXXXXX OF THE BUYERS
THE BUYERS state and guarantee in this act to THE SELLER, and likewise agree
on the following terms:
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STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
3.1 AUTHORIZATION AND VALID OBLIGATION. This agreement and its transactions
form a valid and enforceable agreement for THE BUYERS due to the fact that
they appeared for its execution under their own right or through an
attorney duly empowered for such effect, and whose powers have not been
revoked, modified or limited in any way.
3.2 GOVERNMENTAL AUTHORIZATIONS. For the execution and fulfillment of this
agreement, THE BUYERS do not need to present any notification, notice or
other document before any governmental authority, nor do they need to obtain
any consent, approval or authorization from such an authority. THE BUYERS
must follow the applicable laws, the by-laws and provisions of the
authorities in relation with the execution, delivery, and compliance with
this agreement and its transactions.
3.3 COMPLIANCE WITH THE LAWS. Currently, THE BUYERS are fulfilling all the
federal, state, and municipal laws, as well as the by-laws, decrees, and
legal provisions, being either judicial or of an administrative authority
applicable to the transaction foreseen in this agreement.
3.4 FALSE STATEMENTS OR OMISSIONS. THE BUYERS have not intentionally made
false statements, nor have they omitted to inform facts that are necessary
for the statements, guarantees, and obligations established in this
Agreement not to be incomplete or misleading.
3.5 EFFECTIVE DATE OF THE STATEMENTS AND GUARANTEES. The guarantees and
statements of THE BUYERS, mentioned in this agreement, are made and start
their effects on the date of this agreement.
3.6 OPERATION OF INTERFRUVER. The operation and management of INTERFRUVER,
starting from this date and for a period not less than the one needed to
fully pay the VARIABLE PRICE, shall be carried out in accordance with the
good will practices of the industry.
FOURTH.- ACCOUNTING RECORDS AND ADDITIONAL CONTRACTS
4.1 ACCESS TO THE RECORDS OF THE BUYERS. For the period that covers from the
date of this agreement and for one year after the date of the last payment
under the concept of the sale of THE SHARES, THE BUYERS have the obligation
to authorize THE SELLER and its authorized representatives the access,
during working hours, of the accounting records of INTERFRUVER including,
without limitation, documents, records, contracts, different accounts,
others, and investigations, as long as they are related to the sales of
INTERFRUVER.
4.2 ADDITIONAL CONTRACTS. THE SELLER agrees to execute and formalize with THE
BUYERS, at the latest 60-sixty calendar days after the Date of this
agreement, the following agreements, reason of this transaction:
- Transfer Agreement of the Trademark PREMIER,
- Distribution Agreement of agricultural products,
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STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
- Termination Agreement of the Contract that Authorizes the use of
the trademark "Master's Touch",
- Termination Agreement of the Surety of SaVIA with Bansi,
- Termination Agreement of the Surety of SaVIA with Comercial America,
- Rendering Service Agreement by THE SELLER and/or Comercializadora
Premier, S.A. de C.V. for the Term of the year 2002,
- Open Account Agreement of Comercializadora Premier, S.A. de C.V.
and Interfruver de Mexico, S.A. de C.V., and
- Any other agreement or instrument executed between INTRFRUVER and
any other of its filial or related companies with THE SELLER that
had been executed before the signature of this instrument.
FIFTH.- Use of the Trademark PREMIER
5.1 The parties agree on the following condition precedent: in order to have
a transfer of the legal entitlement of the Trademark PREMIER in the United
Mexican States to THE BUYERS or INTERFRUVER, on the date established
beforehand, THE BUYERS and INTERFRUVER must ratify that they will not carry
out, either in the United States of America or Canada, any type of
commercial transaction or a transaction of any other nature through agents
or distributors, or others, using either directly or indirectly the
trademark named PREMIER, or any other that might create a confusion. For
this reason, they will not be able to market products protected by such
Trademark in the United States of America or Canada.
CONVENANTS
SIXTH.-
6.1 DURATION. This Agreement shall be for the term which is necessary for
the fulfillment of its obligations.
6.2 MODIFICATIONS. This agreement may be modified through writing as long as
it specifies that it is a modifications and is signed by an authorized
official or a representative of each one of the parties that is affected
by such modification.
6.3 WAIVER AND CONSENT. Except for any provision to the contrary in this
agreement, the noncompliance of any of the parties to any of the obligations
or conditions that this agreement establishes might be excused by the other
party. When the terms of this agreement require or allow the consent of
one of the contracting parties, then such consent shall be granted through
writing according to the following clause 6.8 related to the notifications.
6.4 CESSION. This agreement, or the obligations derived from it, may not be
ceded by any of the parties without the previous written consent of the
other; except for THE SELLER, who has the authorization to cede or transfer
the rights and obligations derived from this instrument in this same act.
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STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
6.5 FEES AND EXPENSES. All the expenses and fees caused by this agreement
shall be paid by the party who causes them
6.6 JURISDICTION. This agreement shall be governed by the legal provisions of
the Mexican Republic. The parties agree to submit any conflict related with
the interpretation and compliance of this agreement to the competent courts
of the city of Monterrey, Nuevo Xxxx, Mexico, expressly waiving any other
jurisdiction that might correspond to them by reason of their present or
future domiciles, or by any other cause.
6.7 APPLICABLE LAW. THE BUYERS and THE SELLER, jointly or separately, and in
mutual cooperation, must comply with the applicable legislation and
provisions of any authority that has jurisdiction over this agreement and
the contracting parties, in relation to any act, transaction, agreement or
understanding by or between them, according to what is established in this
agreement.
6.8 NOTIFICATIONS. All notifications must be given in writing to the parties,
according to the terms of this agreement. Such notifications will only be
effective if they are delivered personally or through an unquestionable
form, addressed to the domiciles that are mentioned hereinafter or to any
other that the parties notify, except for the cases foreseen in this
agreement.
THE BUYERS XXXXXXX XXX XXXXXXXXXX
Elote Xx. 0000
Xxxxxxx xx Xxxxxxx
Xxxxxxxxxxx, Xxxxxxx
Fax: (000) 000-0000
Attention: Xxxxxxx Bon Xxxxxxxxxx, representative
THE SELLER AGROBIONOVA, S.A. DE C.V.
Rio Caura No. 358 Ote.
Col. Xxx Xxxxx
San Xxxxx Xxxxx Xxxxxx, X.X.
Fax: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx
6.9 TITLES AND EXHIBITS. The titles of the Clauses, which are mentioned in
the content of this Agreement, are only for the convenience of the
contracting parties and do not constitute any obligation. For this reason,
if there is a discrepancy between such titles and the content of the
Clauses, then the content must prevail.
On the other hand, the Exhibits that are included in this instrument and
signed by the parties form the principal part of this Agreement and are
understood as inserted word by word.
12
STOCK PURCHASE AGREEMENT
THURSDAY, NOVEMBER 1ST, 2001
6.10 WHOLENESS OF THE AGREEMENT. This instrument represents the complete
agreement between the parties in relation to the mentioned subject matter.
All agreements, either verbal or written, that have been executed prior to
this agreement are revoked and replaced by this instrument. This Agreement
can not be changed, modified or rescinded, except through writing and with
the signature of all the contracting parties. Any intention to modify,
abandon, or verbally rescind it shall be considered as null, and with no
validity or legal effect whatsoever.
In acknowledgement of the effectiveness and legal force of this Agreement,
the parties sign this instrument, not after having read it, and accept,
ratify, and sign it in the city of Monterrey, Nuevo Xxxx, Mexican United
States the first day of November of the year 2001.
"SELLER" "BUYERS"
AGROBIONOVA, S.A. DE C.V.
/s/ XXXXX XXXXX XXXXXXXX /s/ XXXXXXX BON XXXXXXXXXX
----------------------------------- -----------------------------------
By: XXXXX XXXXX XXXXXXXX XXXXXXX BON XXXXXXXXXX
Attorney-in-Fact By: his own right
/s/ XXXXXXX X. XXXXXXXXXX X. /s/ XXXXXXX BON XXXXXXXXXX
----------------------------------- -----------------------------------
By: XXXXXXX X. XXXXXXXXXX X. XXXXXX BON XXXXXXXXXX
Attorney-in-Fact Represented by Xxxxxxx Bon Xxxxxxxxxx
/s/ XXXXXXX BON XXXXXXXXXX
-----------------------------------
XXXXX BON XXXXXXXXXX
Represented by Xxxxxxx Bon Xxxxxxxxxx
/s/ XXXXXXX BON XXXXXXXXXX
-----------------------------------
XXXX X. XXXXXXXXXX DE LA XXXX
Represented by Xxxxxxx Bon Xxxxxxxxxx
13
