EXHIBIT 3
GUARANTY
Guaranty dated as of January 12, 1999 (this "Guaranty"). In
consideration of International Home Foods, Inc. and X. Xxxxxxx, Inc.
(collectively, "Sellers") entering into the Asset Purchase Agreement (the "Asset
Purchase Agreement") of even date herewith between Roseland Distribution
Company, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of
the undersigned Guarantor (the "Guarantor"), and Sellers, the undersigned
Guarantor irrevocably, absolutely, and unconditionally:
1. Guaranties to Sellers the due and punctual payment, observance
and performance by Purchaser of all of Purchaser's liabilities and
obligations, whether present or future, express or implied, actual or
contingent, under or arising out of the Asset Purchase Agreement or any
certificate or other instrument or agreement furnished or to be furnished
to Sellers by Purchaser in connection therewith (the "Obligations");
2. Agrees with Sellers that whenever Purchaser shall fail to pay
or perform when due any of the Obligations, it will on demand by Sellers
from time to time pay or perform any and all of the same;
3. Agrees that Sellers shall not be required to resort first for
payment or performance of the Obligations to Purchaser or any other person
or corporation; and
4. Agrees that all of the Obligations shall be conclusively
presumed to have been created in reliance on this Guaranty.
Sellers will not be required, before exercising any of the rights,
powers or remedies conferred upon it in respect of Guarantor under this Guaranty
or by law:
1. to make demand of Purchaser;
2. to enforce or seek to enforce any claim, right or remedy
against Purchaser or any other person;
3. to make or file any claim in connection with the insolvency of
Purchaser or any other person; or
4. to take any action or obtain judgment in any court against
Purchaser or any other person.
Neither the liability of Guarantor under this Guaranty nor the rights,
powers and remedies conferred on Sellers under this Guaranty or by law will in
any way be released, prejudiced, diminished or affected by any of the following,
all of which are expressly waived:
1. the granting of time or indulgence to, or any compromise with
or agreement not to xxx Purchaser, Guarantor or any other person or
Purchaser's abstaining from or delaying the collection of any payment or
amounts due;
2. the absence of any default by Purchaser or of any action taken
by Purchaser;
3. Sellers obtaining or failing to obtain or perfect any other
guaranty or security (whether contemporaneously with this Agreement or not)
or the modification, variation, renewal, release, termination or discharge
by Sellers of any such security;
4. the insolvency, incapacity, disability, or any change in the
constitution, name, control or style of, Purchaser, Sellers, Guarantor or
any other person;
5. any invalidity, illegality, unenforceability, irregularity or
frustration in any respect of any of the Obligations; and
6. any act, omission or circumstances which, but for this
Guaranty, might operate to prejudice, affect or otherwise diminish the
liability of Guarantor hereunder.
This Guaranty is a continuing guaranty and will remain in full force
and effect until all the Obligations have been irrevocably paid, performed,
discharged and satisfied in full. This Guaranty shall be governed by, and
construed in accordance with, the internal laws of the State of New York.
Without prejudice to Sellers' rights against Purchaser as principal
obligor, Guarantor agrees as a separate and independent stipulation that any
Obligations which may not be recoverable as a guaranty (whether by reason of any
legal limitation, disability or incapacity on or of Seller or any other fact or
circumstance) or which are or become illegal, void, voidable, unenforceable,
discharged by any insolvency or irrecoverable (and whether or not known to
Purchaser, Guarantor or any other person) shall nevertheless be recoverable from
and enforceable against Guarantor as sole or principal debtor in respect thereof
and shall be paid or performed by Guarantor on demand.
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed
and delivered as of the date first above written.
B&G FOODS, INC.
By: /S/Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President
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