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In addition, article VII, paragraph 1, listed various
consents, approvals, assignments, and other documents that
petitioner was required to deliver to Duskin with respect to the
transfer of the trademarks, franchise agreements, and supplier
agreements for the operating countries. Article VII, paragraph
2, provided that a portion of the purchase price would be
refunded if petitioner was unable to deliver the requisite
documents for one or more of the operating countries. The
amount of the refund was dependent upon the number of operating
countries with respect to which petitioner was unable to deliver
all necessary documents:
No. of Operating Countries
With Respect to Which Post-
Closing Assignments and
Consents Are not Delivered Purchase Price Adjustment
4 $700,000 or $500,000 and
Hawaii license
3 $400,000 or $200,000 and
Hawaii license
2 $150,000 or $50,000 and
Hawaii license
1 Hawaii license
1"Hawaii license" is a reference to a provision in the
purchase agreement that permitted Duskin to opt for a perpetual,
prepaid license to use the Mister Donut trademark in Hawaii in
exchange for a reduction in the amount of cash to be refunded
from petitioner.
Petitioner satisfied all the terms in the purchase agreement, and
no price adjustments were made.
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