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EXHIBIT 99.3
XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Agreement"), dated as of this 18th day of October 1999, is entered into by and
among SFFI Company, Inc., a California corporation (the "BUYER") and Simply
Fresh Fruit, Inc., a California corporation ("SELLER").
WHEREAS, pursuant to the terms and provisions of that certain Asset
Purchase Agreement dated of even date herewith, by and among Seller, The UniMark
Group, Inc., Buyer, Xxx Xxxxxxxxx, and the Xxx Xxxxxxxxx Children's Trust -
1972, Seller agreed to sell of the assets described on Exhibit A attached hereto
and incorporated herein by reference (the "ASSETS") and Buyer agreed to assume
those certain liabilities and obligations as listed on Exhibit B ") attached
hereto and incorporated herein by reference(the "LIABILITIES AND OBLIGATIONS");
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, the parties hereto agree as follows:
1. Seller, for receipt of good and valuable consideration by Buyer, the
receipt and sufficiency of which are hereby acknowledged, does hereby
sell, assign, transfer and convey unto Buyer all of the Assets.
2. Buyer, for receipt of good and valuable consideration by Buyer, the
receipt and sufficiency of which are hereby acknowledged, does hereby
assume and accept from the Seller the Liabilities and Obligations and
Buyer hereby covenants and agrees to pay, keep and perform all of the
Liabilities and Obligations assigned hereunder. Buyer hereby agrees to
indemnify and hold Seller free and harmless from any Liabilities and
Obligations and from any suits, actions or legal proceedings brought to
enforce or collect the Liabilities and Obligations.
The parties hereto agree that this Xxxx of Sale, Assignment and
Assumption Agreement shall be governed by and construed in accordance with the
laws of the State of California.
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EXECUTED effective as of this 2nd day of October, 1999.
BUYER:
SFFI COMPANY, INC.
By:
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Name:
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Title
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SELLER:
SIMPLY FRESH FRUIT, INC.
A California corporation
By:
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Soren Bjorn
President and Secretary
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Exhibit A
LIST OF ASSETS
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Exhibit B
LIABILITIES AND OBLIGATIONS
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