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All of the Corporation’s [MIC’s] rights to distribute
Haagen-Dazs Ice Cream products to supermarket chains
(Pathmark, Shop Rite, Foodtown and Acme) and food
service accounts (restaurants, hotels and clubs), and
the business records of said distributorship, including
but not limited to customer lists and pricing lists, to
the Subsidiary * * * for the purpose of transferring to
Arnold all of the outstanding shares of the Subsidiary
in exchange for the surrender by Arnold of all of his
shares of the Corporation, in a transaction intended to
qualify as a tax-free split-off under Internal Revenue
Code Section 355, as amended * * *
A second document, dated June 15, 1988, also entitled
“Agreement”, stated that Martin and Arnold were operating
separate businesses that were formerly jointly operated by MIC,
and that both Arnold and Martin “wish to assure a smooth
transition so that neither party loses customers or employees as
a result of * * * misunderstanding”. The document further stated
that
Following the Exchange, * * * [MIC] shall
cooperate with * * * [SIC] and provide such assistance
that is reasonably necessary for * * * [SIC] to conduct
its business, provided that the rendering of such
services does not unduly interfere with the conduct of
* * * [MIC]’s business.
* * * * * * *
[SIC] shall pay to and reimburse * * * [MIC] for all
costs incurred by * * * [MIC] in providing such
services.
This agreement provided, among other things, that MIC would
continue to deliver ice cream from its warehouse to SIC’s
supermarket accounts after the June 15 transactions separating
MIC and SIC. MIC did continue to do so until the closing of
Arnold’s and SIC’s sale of assets to H�agen-Dazs on July 22.
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