- 15 - allocation of the total price between distribution rights as such and the business records related to those rights, or even refer to any such records. H�agen-Dazs had derived the total price it was willing to pay from a formula based upon MIC’s annual sales of H�agen-Dazs products to the supermarkets. On May 31, 1988, SIC’s certificate of incorporation was filed with the New Jersey secretary of state, and SIC was organized as a wholly owned subsidiary of MIC. On June 2, 1988, Stan Oleson of Pillsbury sent Mr. Hewit a draft “Agreement for Purchase and Sale of Assets” and other associated draft documents. The Agreement documents listed Arnold, Martin, MIC, and SIC collectively as “Sellers” and provided for the purchase of any and all of Sellers’ distribution rights, “including but not limited to supermarket and food service distribution rights, if any” and their cancellation by the “Buyer”. On June 6, 1988, Mr. Hewit replied to Mr. Oleson with a letter containing a number of modifications to the proposed agreements, chief among which was elimination of all references to Martin and MIC as parties to the proposed sale so as not “to increase the risk that the 355 Exchange will be collapsed”. During the negotiations that culminated in the signing on July 8 of a sale agreement between Arnold and SIC as sellers and H�agen-Dazs as buyer, Mr. Hewit did not draft his own version of the sale agreement; he made mark-ups of his suggested changes and sent copies of the marked-up drafts back to H�agen-Dazs.Page: Previous 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Next
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