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SIC, and Ms. Bronner, on behalf of H�agen-Dazs, signed an
“Agreement For Purchase and Sale of Assets” by Arnold and SIC, as
“Sellers”, in which the parties agreed to the terms of the sale
and related documents. Notwithstanding that the documents
effectuating the split-off provided only for the transfer of
supermarket and food service distribution rights and records to
SIC, the Arnold-SIC-H�agen-Dazs agreement recited that SIC “owns
all of the rights to distribute H�agen-Dazs product which were or
may have been owned by Martin Strassberg and [MIC],” and
purported to provide, consistent with the H�agen-Dazs first
draft, for the purchase of all distribution rights including but
not limited to supermarket rights.8 This agreement specifically
stated that “Buyer is not purchasing assets relating to the ‘non-
banner’ business of * * * [MIC], the former parent of [SIC],”9
8 The Agreement enumerated the “Sellers’ Rights” as
Any and all of Seller’s rights and the rights of any
corporations or entities owned or controlled by Sellers
obtained from Buyer, its predecessors, its customers or
others to distribute the products of Buyer within the
states of New York, New Jersey, Pennsylvania,
Massachusetts, Delaware, Connecticut and elsewhere
including but not limited to supermarket and food
service distribution rights, if any (the “Sellers’
Rights”) * * *. Upon Closing of the transactions
contemplated herein, any and all of such Sellers’
Rights obtained by Sellers from Buyer or its
predecessors shall be cancelled.
9 “Non-banner” business was defined by the Agreement as
“independent convenience stores and delis that have no more than
two cash registers * * * `independent’ shall mean a firm which
(continued...)
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