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EXHIBIT 10.18
LICENSE ASSIGNMENT AND ASSUMPTION AGREEMENT
This License Assignment and Assumption Agreement made as of the 4th day
of September, 1997, by Xxxxxx/Meadow Gold Dairies, Inc., a Delaware corporation
having a place of business at 0000 Xxxx Xxxxxxx Xxxxx Xxxxx, Xxxxx, Xxxx 00000
("ASSIGNOR"), and Southern Foods Group, L.P., a Delaware limited partnership
having a place of business at 0000 Xxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000
("ASSIGNEE").
WHEREAS, Assignor has entered into a License Agreement ("LICENSE
AGREEMENT") dated effective May 3, 1996 between Assignor as Licensee and
Creamery Hollow U.S.A., Inc., an Idaho corporation, as Licensor, for the
exclusive license to make, use and/or sell certain Licensed Products as
described therein; and
WHEREAS, pursuant to that certain Stock Purchase and Merger Agreement
dated as of May 22, 1997, by and among Mid-America Dairymen, Inc. ("MID-AM"),
Xxxxxx/Meadow Gold Dairies Holdings, Inc. ("HOLDINGS"), BDH Two, Inc. and
Xxxxxx, Inc. (the "AGREEMENT"), Mid-Am (a) has acquired all of the stock of
Holdings, (b) has merged Holdings and its subsidiaries other than Assignor and
Xxxxxx/Meadow Gold Dairies Investments, Inc. ("INVESTMENTS") into Mid-Am, and
(c) has contributed the assets of Holdings constituting the Meadow Gold Dairies
and excluding the assets of Assignor and Investments to Assignee as a capital
contribution by Mid-Am;
WHEREAS, the License Agreement is an asset included in the Meadow Gold
Dairies and is intended to be included in the assets of the Meadow Gold Dairies
being contributed to Southern Foods.
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars and
other good and valuable consideration paid by Assignee to Assignor, the receipt
and sufficiency of which is
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hereby acknowledged, and in order to consummate the transactions contemplated
by the Agreement, Assignor and Assignee hereby agree as follows:
1. Assignor hereby transfers, assigns, conveys and delivers to
Assignee and its successors and assigns, all of Assignor's right, title, and
interest as Licensee in, to and in respect of the License Agreement.
2. In consideration of the foregoing assignment, Assignee, for
itself and its successors and assigns, does hereby accept the assignment set
forth herein and assume all the obligations of Assignor and its successors and
assigns arising on or after the date hereof under the License Agreement.
3. Assignor hereby further covenants that at any time and from time
to time after the date hereof, upon the request of Assignee, Assignor shall
promptly execute and deliver, or cause to be executed and delivered, to
Assignee all such further assignments and other documents, in form and
substance satisfactory to Assignee, as Assignee may reasonably request in order
to carry out or evidence the terms of the Agreement and this instrument.
4. This instrument is being delivered pursuant to the Agreement,
shall be construed consistently therewith and shall not be deemed to modify,
impair or affect any of the terms, covenants, conditions, indemnifications or
other provisions contained in the Agreement.
5. This License Assignment and Assumption Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this License
Assignment and Assumption Agreement as of the day and year set forth above.
ASSIGNOR:
XXXXXX/MEADOW GOLD DAIRIES, INC.
By: /s/
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Name:
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Title:
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ASSIGNEE:
SOUTHERN FOODS GROUP, L.P.
By: SFG Management Limited Liability
Company, Its General Partner
By: /s/ XXXX XXXXXXXX
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Name: Xxxx Xxxxxxxx
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Title: President & CEO
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