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audit of the supermarket sales figures--stating that during the
12-month period ending May 31, 1988, the sales of H�agen-Dazs
products to the four supermarket chains, food service accounts,
and independent supermarkets had totaled $4,528,000. Pursuant to
the purchase price reduction clause of the Agreement, that sales
figure resulted in a downward price adjustment of $86,000, of
which $69,660 reduced the purchase price paid by H�agen-Dazs at
the closing, and $16,340 of which reduced the amount of
contingent additional payments payable to Arnold over 3 years.
Consequently, the first closing document, entitled "Closing
Statement", reduced the agreed sale price of $1.5 million to
$1,430,340, and reduced the maximum amount of contingent annual
payments of $350,000 to $333,660.
The bill of sale, signed by Arnold individually and as
president of SIC, listed the items acquired from SIC as all
existing customer lists, price lists, historical sales records,
promotional allowance and rebate records, “and other business
records as requested by Buyer, and the goodwill associated
therewith”.
Arnold also signed an “Assignment of Rights”, which
referenced--and transferred to H�agen-Dazs--the rights described
supra, in two capacities: first, as president of SIC, and
second, as an individual; there was no allocation of the
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