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$45	Preview Subscribers	2000	Agreement and Plan of Merger Agreement and Plan of Merger (167K) Doc #1582936: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER By and Among UNILEVER PLC, UNILEVER N.V., CONOPCO, INC., TITAN ACQUISITION COMPANY and BESTFOODS Dated as of June 6, 2000 <PAGE> TABLE OF CONTENTS Page . . . 1582936	Unilever Unilever NV ( Food Processing ) As referenced in this Agreement and Plan of Merger: UNILEVER N – EX-2.1 2 0002.txt EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER By and Among UNILEVER PLC, UNILEVER N .V., CONOPCO, INC., TITAN ACQUISITION COMPANY and BESTFOODS Dated as of June 6, 2000 TABLE OF CONTENTS Page ARTICLE I The Merger ----------- SECTION 1.01. The Merger 1 _____________ UNILEVER N – Corporation AGREEMENT AND PLAN OF MERGER dated as of June 6, 2000, by and among UNILEVER PLC, a company incorporated under the laws of and registered in England ("PLC"), UNILEVER N .V., a Netherlands corporation ("N.V." and, together with PLC, the "Parents"), CONOPCO, INC., a New York corporation and a subsidiary of the Parents ("New York Sub"), TITAN ACQUISITION _____________ Unilever N – shall be specified by like notice): if to the Parents, to: Unilever PLC Unilever House P. O. Box 68 Blackfriars London EC4P 4BQ England Attention:Stephen G. Williams, Esq. and Unilever N .V. Weena 455 3013 AL Rotterdam The Netherlands Attention: J. W. B. Westerburgen, Esq. with a copy to: Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY _____________ UNILEVER N – Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. UNILEVER PLC, by /S/ NIALL FITZGERALD ----------------------------------------- Name: Niall FitzGerald Title: Chairman UNILEVER N .V., by /S/ ANTONY BURGMANS ----------------------------------------- Name: Antony Burgmans Title: Chairman CONOPCO, INC., by /S/ RONALD M. SOIEFER ----------------------------------------- Name: Ronald M. Soiefer Title: Secretary TITAN ACQUISITION COMPANY, by /S/ MART _____________ dt 1641387 ; Armanino Foods of Distinction Armanino Foods of Distinction Inc ; Citibank Citibank, NA As referenced in this Agreement and Plan of Merger: Citibank, N.A. – c), as the case may be, from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. SECTION 5.07. Information Supplied. (a) The Company agrees that none of the information included or incorporated _____________ dt 1675656 ;	Citibank Citibank, NA ( Financial ) As referenced in this Agreement and Plan of Merger: Citibank, N.A. – c), as the case may be, from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. SECTION 5.07. Information Supplied. (a) The Company agrees that none of the information included or incorporated _____________ dt 1675656 ; Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Agreement and Plan of Merger: Merrill Lynch & Co – transaction contemplated by this Agreement other than the consummation of the Merger. (o) Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person, other than Merrill Lynch & Co . and Salomon Smith Barney, Inc., the fees and expenses of which will be paid by the Company, is entitled to any broker's, finder's, financial advisor's or _____________ Merrill Lynch & Co – payable. The Company has previously provided the Parents with its good faith current estimate of the aggregate of the fees and expenses of any accountant, broker, financial advisor (other than Merrill Lynch & Co . and Salomon Smith Barney, Inc.), consultant, legal counsel or other person retained by the Company or any of its subsidiaries in connection with this Agreement or the transactions contemplated _____________ Merrill Lynch & Co – connection with this Agreement and the transactions contemplated hereby. (p) Opinions of Financial Advisors. The Company has received the oral opinion (to be subsequently confirmed in writing) of each of Merrill Lynch & Co . and Salomon Smith Barney, Inc., to the effect that, as of the date of this Agreement, the consideration to be received in the Merger by the Company's stockholders _____________ dt 1674537 ; More...
$57	Preview Subscribers	2003	Asset Purchase Agreement Asset Purchase Agreement (147K) Doc #393621: Click preview link for longer preview. ASSET PURCHASE AGREEMENT among CONOPCO, INC., HELEN OF TROY LIMITED (Barbados), HELEN OF TROY LIMITED (Bermuda), and HELEN OF TROY TEXAS CORPORATION Dated as of August 31, 2003 -------------------------------------------------------------------------------- {PAGE} TABLE OF CONTENTS {Table} {Caption} Page ---- {S} {C} ARTICLE I Purchase and Sale of Transferred Assets SECTION 1.01. Purchase and Sale.................................................1 SECTION 1.02. Transferred Assets and Excluded Assets............................2 SECTION 1.03. Consents to Certain Assignments...................................6 SECTION 1.04. Assumption of Liabilities.........................................7 SECTION 1.05. Excluded Patents and Technology License..........................10 ARTICLE II Closing and Post-Closing Purchase Price Adjustment SECTION 2.01. Closing..........................................................10 SECTION 2.02. Transactions To Be Effected at the Closing.......................11 SECTION 2.03. Post-Closing Purchase Price Adjustment...........................12 ARTICLE III Representations and Warranties of Seller SECTION 3.01. Organization and Standing........................................15 SECTION 3.02. Authority; Execution and Delivery; Enforceability................15 SECTION 3.03. No Conflicts or Violations; No Consents or Approvals Required....16 SECTION 3.04. Financial Information............................................17 SECTION 3.05. Good and Valid Title.............................................18 SECTION 3.06. Intellectual Property............................................19 SECTION 3.07. Contracts........................................................20 SECTION 3.08. Permits..........................................................21 SECTION 3.09. Taxes............................................................22 SECTION 3.10. Proceedings......................................................23 SECTION 3.11. Absence of Changes or Events.....................................23 SECTION 3.12. Compliance with Applicable Laws..................................24 SECTION 3.13. Transferred Inventory............................................24 SECTION 3.14. Product Returns..................................................24 SECTION 3.15. No Knowledge of Misrepresentations or Omissions..................24 {/Table} {PAGE} 2 {Table} {S} {C} ARTICLE IV Representations and Warranties of Purchaser SECTION 4.01. Organization and Standing........................................25 SECTION 4.02. Authority; Execution and Delivery; Enforceability................25 SECTION 4.03. No Conflicts or Violations; No Consents or Approvals Required....25 SECTION 4.04. Proceedings......................................................26 SECTION 4.05. Availability of Funds............................................26 SECTION 4.06. No Knowledge of Misrepresentations or Omissions..................27 ARTICLE V Covenants SECTION 5.01. Covenants Relating to Conduct of the Business....................27 SECTION 5.02. Access to Information............................................28 SECTION 5.03. Confidentiality..................................................28 SECTION 5.04. Best Efforts.....................................................29 SECTION 5.05. Brokers or Finders...............................................30 ARTICLE VI Conditions to Closing SECTION 6.01. Conditions to Each Party's Obligation............................30 SECTION 6.02. Conditions to Obligation of Purchaser............................31 SECTION 6.03. Conditions to Obligation of Seller...............................31 SECTION 6.04. Frustration of Closing Conditions................................32 ARTICLE VII Termination; Effect of Termination SECTION 7.01. Termination......................................................32 SECTION 7.02. Effect of Termination............................................33 {/Table} {PAGE} 3 {Table} {S} {C} ARTICLE VIII Indemnification SECTION 8.01. Indemnification by Seller........................................34 SECTION 8.02. Indemnification by Purchaser.....................................34 SECTION 8.03. Indemnification Procedures.......................................35 SECTION 8.04. Limitations on Indemnification...................................36 SECTION 8.05. Calculation of Indemnity Payments................................39 SECTION 8.06. Tax Treatment of Indemnification.................................39 ARTICLE IX Tax Matters SECTION 9.01. Tax Matters......................................................39 ARTICLE X Additional Agreements SECTION 10.01. Publicity.......................................................41 SECTION 10.02. No Use of Certain Names.........................................41 SECTION 10.03. Support Services................................................42 SECTION 10.04. Post-Closing Information........................................42 SECTION 10.05. Records.........................................................43 SECTION 10.06. Bulk Transfer Laws..............................................43 SECTION 10.07. Refunds and Remittances.........................................43 ARTICLE XI Miscellaneous SECTION 11.01. Assignment......................................................44 SECTION 11.02. No Third-Party Beneficiaries....................................44 SECTION 11.03. Expenses........................................................44 SECTION 11.04. Notices.........................................................44 SECTION 11.05. Headings; Certain Definitions...................................46 SECTION 11.06. Counterparts....................................................48 SECTION 11.07. Integrated Contract; Exhibits and Schedules.....................48 SECTION 11.08. Severability; Enforcement.......................................49 SECTION 11.09. Governing Law...................................................49 SECTION 11.10. Jurisdiction....................................................49 SECTION 11.11. Service of Process..............................................49 {/Table} {PAGE} 4 {Table} {S} {C} SECTION 11.12. Waiver of Jury Trial............................................50 SECTION 11.13. Amendments......................................................50 EXHIBITS Excluded Patents and Technology License.........................................A Manufacturing Agreement.........................................................B 393621	Unilever Unilever NV ( Food Processing ) As referenced in this Asset Purchase Agreement: Unilever N – Texas Limited Partnership, without the prior written consent of Seller and (b) Seller may assign any rights and obligations hereunder to any of its affiliates, including Unilever United States, Inc., Unilever N .V., Unilever PLC and direct and indirect subsidiaries of any of them (collectively with the Seller, the "Unilever Entities") without the prior written consent of Purchaser. Notwithstanding the foregoing, _____________ Unilever N – all purposes hereof: "affiliate" of any party means any person or entity controlling, controlled by or under common control with such party and, in the case of Seller, shall include Unilever N .V., Unilever PLC or any entity a majority of the voting shares of which is owned directly or indirectly by Unilever N.V. or Unilever PLC or both of _____________ Unilever N – and, in the case of Seller, shall include Unilever N.V., Unilever PLC or any entity a majority of the voting shares of which is owned directly or indirectly by Unilever N .V. or Unilever PLC or both of them together (including the Seller Affiliates). "Americas" means all countries, territories and possessions in North America and South America (including all countries, _____________ dt 1333231 ; Helen of Troy Helen of Troy Ltd. ; Helen of Troy Helen of Troy Ltd. ( Appliances & Tools ) ;	Morgan Stanley Morgan Stanley & Co. Inc. ( Financial ) As referenced in this Asset Purchase Agreement: Morgan Stanley & Co. – to any broker's or finder's fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement, except, as to Seller, Morgan Stanley & Co. Incorporated, whose fees and expenses will be paid by Seller. ARTICLE VI Conditions to Closing SECTION 6.01. Conditions to Each Party's Obligation. The obligation of Purchaser to _____________ Morgan Stanley & Co. – materials furnished by Seller, any of its affiliates or any of their respective officers, directors, employees, agents or advisors to Purchaser, including the Confidential Memorandum dated March 2003 prepared by Morgan Stanley & Co. Incorporated and any information, documents or material made available to Purchaser and its representatives in certain "data rooms", management presentations or any other form in expectation of the transactions _____________ dt 1471849 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Asset Purchase Agreement: Cravath, Swaine – and Technology License"). ARTICLE II Closing and Post-Closing Purchase Price Adjustment SECTION 2.01. Closing. The closing of the Acquisition (the "Closing") shall take place at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019, at 10:00 a.m. on the second business day following the satisfaction (or, to the extent permitted, the _____________ Cravath, Swaine – i) if to Seller, Conopco, Inc. c/o Unilever United States, Inc. 390 Park Avenue New York, NY 10022 Attention: General Counsel Facsimile: (212) 688-3411 with a copy to: Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019-7475 Attention: Mark I. Greene Facsimile: (212) 474-3700 (ii) if to Purchaser, Helen of Troy Limited Whitepark _____________ dt 1345923
$55	Preview Subscribers	2003	Asset Purchase Agreement Asset Purchase Agreement (187K) Doc #970874: Click preview link for longer preview. between CONOPCO, INC. and CHURCH & DWIGHT CO., INC. Dated as of September 9, 2003 =============================================================================== <PAGE> TABLE OF CONTENTS <TABLE> Page . . . 970874	Unilever Unilever NV ( Food Processing ) As referenced in this Asset Purchase Agreement: Unilever N – all purposes hereof: "affiliate" of any party means any person or entity controlling, controlled by or under common control with such party and, in the case of Seller, shall include Unilever N .V., Unilever PLC or any entity a majority of the voting shares of which is owned directly or indirectly by Unilever N.V. or Unilever PLC or both of _____________ Unilever N – and, in the case of Seller, shall include Unilever N.V., Unilever PLC or any entity a majority of the voting shares of which is owned directly or indirectly by Unilever N .V. or Unilever PLC or both of them together (including the Seller Affiliates). "business day" shall refer to a day, other than a Saturday or a Sunday, on which _____________ dt 1333233 ; Church & Dwight Church & Dwight Co., Inc. ( Personal & Household Products ) As referenced in this Asset Purchase Agreement: CHURCH & DWIGHT CO. – ASSET PURCHASE AGREEMENT EXHIBIT 2 EXECUTION COPY =============================================================================== ASSET PURCHASE AGREEMENT between CONOPCO, INC. and CHURCH & DWIGHT CO. , INC. Dated as of September 9, 2003 =============================================================================== TABLE OF CONTENTS Page ---- ARTICLE I Purchase and Sale of Transferred Assets SECTION 1.01. Purchase _____________ CHURCH & DWIGHT CO. – Payment...........................................................................Section 5.07(a) ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of September 9, 2003 (this "Agreement"), between CONOPCO, INC., --------- a New York corporation ("Seller"), and CHURCH & DWIGHT CO. , INC., a Delaware corporation ("Purchaser"). ------ --------- WHEREAS Seller, directly or indirectly through certain of its affiliates (collectively, the "Seller Affiliates"), manufactures (or has made), markets, distributes and sells (i) the _____________ Church & Dwight Co. – with a copy to: Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019-7475 Attention: Mark I. Greene Facsimile: (212) 474-3700 (ii) if to Purchaser, Church & Dwight Co. , Inc. 469 North Harrison Street Princeton, NJ 08543-5297 Attention: Chief Financial Officer and General Counsel Facsimile: (609) 497-7177 with a copy to: Morgan, Lewis & Bockius LLP 101 _____________ CHURCH & DWIGHT CO. – IN WITNESS WHEREOF, Seller and Purchaser have duly executed this Agreement as of the date first written above. CONOPCO, INC., by /s/Mart Laius ------------------------------------------- Name: Mart Lauis Title: Vice President CHURCH & DWIGHT CO. , INC., by /s/Robert A. Davies, III ------------------------------------------- Name: Robert A. Davies, III Title: Chairman & CEO Disclosure Schedules The following is a list of disclosure schedules to the Asset _____________ Church & Dwight Co. – III Title: Chairman & CEO Disclosure Schedules The following is a list of disclosure schedules to the Asset Purchase Agreement, dated as of September 9, 2003, between Conopco, Inc. and Church & Dwight Co. , Inc. In accordance with Item 601(b)(2) of Regulation S-K, such schedules are not filed herewith. Church & Dwight Co., Inc. agrees to furnish a copy of any _____________ dt 1866979 ; Church & Dwight Church & Dwight Co., Inc. ( Personal & Household Products ) As referenced in this Asset Purchase Agreement: CHURCH & DWIGHT CO. – ASSET PURCHASE AGREEMENT EXHIBIT 2 EXECUTION COPY =============================================================================== ASSET PURCHASE AGREEMENT between CONOPCO, INC. and CHURCH & DWIGHT CO. , INC. Dated as of September 9, 2003 =============================================================================== TABLE OF CONTENTS Page ---- ARTICLE I Purchase and Sale of Transferred Assets SECTION 1.01. Purchase _____________ CHURCH & DWIGHT CO. – Payment...........................................................................Section 5.07(a) ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of September 9, 2003 (this "Agreement"), between CONOPCO, INC., --------- a New York corporation ("Seller"), and CHURCH & DWIGHT CO. , INC., a Delaware corporation ("Purchaser"). ------ --------- WHEREAS Seller, directly or indirectly through certain of its affiliates (collectively, the "Seller Affiliates"), manufactures (or has made), markets, distributes and sells (i) the _____________ Church & Dwight Co. – with a copy to: Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019-7475 Attention: Mark I. Greene Facsimile: (212) 474-3700 (ii) if to Purchaser, Church & Dwight Co. , Inc. 469 North Harrison Street Princeton, NJ 08543-5297 Attention: Chief Financial Officer and General Counsel Facsimile: (609) 497-7177 with a copy to: Morgan, Lewis & Bockius LLP 101 _____________ CHURCH & DWIGHT CO. – IN WITNESS WHEREOF, Seller and Purchaser have duly executed this Agreement as of the date first written above. CONOPCO, INC., by /s/Mart Laius ------------------------------------------- Name: Mart Lauis Title: Vice President CHURCH & DWIGHT CO. , INC., by /s/Robert A. Davies, III ------------------------------------------- Name: Robert A. Davies, III Title: Chairman & CEO Disclosure Schedules The following is a list of disclosure schedules to the Asset _____________ Church & Dwight Co. – III Title: Chairman & CEO Disclosure Schedules The following is a list of disclosure schedules to the Asset Purchase Agreement, dated as of September 9, 2003, between Conopco, Inc. and Church & Dwight Co. , Inc. In accordance with Item 601(b)(2) of Regulation S-K, such schedules are not filed herewith. Church & Dwight Co., Inc. agrees to furnish a copy of any _____________ dt 1868856 ;	Morgan Stanley Morgan Stanley & Co. Inc. ( Financial ) As referenced in this Asset Purchase Agreement: Morgan Stanley & Co. – to any broker's or finder's fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement, except, as to Seller, Morgan Stanley & Co. Incorporated, whose fees and expenses will be paid by Seller and, as to Purchaser and its affiliates, Lazard Freres & Co. LLC, whose fees and expenses will be paid by _____________ Morgan Stanley & Co. – materials furnished by Seller, any of its affiliates or any of their respective officers, directors, employees, agents or advisors to Purchaser, including the Confidential Memorandum dated March 2003 prepared by Morgan Stanley & Co. Incorporated and any information, documents or material made available to Purchaser and its representatives in certain "data rooms", management presentations or any other form in expectation of the transactions _____________ dt 1472068 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Asset Purchase Agreement: Cravath, Swaine – Transferred Technology License"). ARTICLE II Closing and Post-Closing Purchase Price Adjustment SECTION 2.01. Closing. The closing of the Acquisition (the "Closing") shall take place at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019, at 10:00 a.m. on the second business day following the satisfaction (or, to the extent permitted, the _____________ Cravath, Swaine – i) if to Seller, Conopco, Inc. c/o Unilever United States, Inc. 390 Park Avenue New York, NY 10022 Attention: General Counsel Facsimile: (212) 688-3411 with a copy to: Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019-7475 Attention: Mark I. Greene Facsimile: (212) 474-3700 (ii) if to Purchaser, Church & Dwight Co., Inc. 469 _____________ dt 1346081 ; Morgan Lewis Morgan, Lewis & Bockius ( Legal ) As referenced in this Asset Purchase Agreement: Morgan, Lewis & Bockius – if to Purchaser, Church & Dwight Co., Inc. 469 North Harrison Street Princeton, NJ 08543-5297 Attention: Chief Financial Officer and General Counsel Facsimile: (609) 497-7177 with a copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10178-0060 Attention: Howard L. Shecter Facsimile: (212) 309-7044 or to such other address(es) as shall be furnished in writing _____________ dt 1373060
$81	Preview Subscribers	2005	Asset Purchase Agreement Asset Purchase Agreement (191K) Doc #1641599: Click preview link for longer preview. ==================================================================================================================================== ASSET PURCHASE AGREEMENT by and between KRAFT FOODS GLOBAL, INC. and INTEGRATED BRANDS, INC. Dated as of December 22, 2004 ==================================================================================================================================== TABLE OF CONTENTS ARTICLE I Purchase and Sale of Assets 1 . . . 1641599	Unilever Unilever NV ( Food Processing ) As referenced in this Asset Purchase Agreement: Unilever N – be customary in New York), real property transfer tax declarations, assignment and assumption agreements (including with respect to the partial assignment of the License Agreement dated October 25, 1993, between Unilever N .V. and Kraft General Foods, Inc., as amended to date, and the Settlement Agreement by and between Seller (as successor to Kraft Foods, Inc.) and Old Home Foods, Inc., _____________ dt 1641389 ; Coolbrands International Coolbrands International Inc ; Integrated Brand Integrated Brands, Inc. ( Miscellany ) As referenced in this Asset Purchase Agreement: INTEGRATED BRANDS, INC – EX-99 3 ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 ==================================================================================================================================== ASSET PURCHASE AGREEMENT by and between KRAFT FOODS GLOBAL, INC. and INTEGRATED BRANDS, INC . Dated as of December 22, 2004 ==================================================================================================================================== TABLE OF CONTENTS ARTICLE I Purchase and Sale of Assets 1 Section 1.1 Acquired Assets 1 Section 1.2 Excluded Assets 2 _____________ INTEGRATED BRANDS, INC – 22, 2004 (the Effective Date) (as amended, modified or supplemented from time to time, this Agreement), is made by and between KRAFT FOODS GLOBAL, INC., a Delaware corporation (Seller), and INTEGRATED BRANDS, INC ., a New Jersey corporation (Purchaser). RECITALS WHEREAS, Seller is engaged in the manufacture, marketing and sale of yogurt products, including drinkable yogurt products, sold under the BREYERS and CREME _____________ Integrated Brands, Inc – by transmittal by recognized overnight courier or hand delivery), or sent by registered or certified mail, postage prepaid, or recognized overnight courier service addressed as follows: (a) If to Purchaser: Integrated Brands, Inc . 4175 Veterans Memorial Highway 3rd Floor Ronkonkoma, NY 11779 Attn: David J. Stein Fax: (631) 737-9792 with a copy to: Goodwin Procter LLP 599 Lexington Avenue New York, _____________ INTEGRATED BRANDS, INC – IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed, all as of the date first above written. KRAFT FOODS GLOBAL, INC. By: Name: Title: INTEGRATED BRANDS, INC . By: Name: Title: _____________ dt 1683150 ;	Kraft Foods Kraft Foods Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: Kraft Foods, Inc – License Agreement dated October 25, 1993, between Unilever N.V. and Kraft General Foods, Inc., as amended to date, and the Settlement Agreement by and between Seller (as successor to Kraft Foods, Inc .) and Old Home Foods, Inc., dated January 23, 1996) and other instruments of assignment and transfer which will be sufficient to vest good and marketable title to the Acquired _____________ dt 1662306 ; Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Asset Purchase Agreement: Citigroup Global Markets Inc – the Business, or any material interest in any Person that is engaged in business as a lessor, lessee, customer or supplier of the Business. Section 4.18 Brokers. Except for Citigroup Global Markets Inc ., no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon _____________ dt 1649193 ; Schiff Hardin Schiff Hardin & Waite ( Legal ) As referenced in this Asset Purchase Agreement: Schiff Hardin – Section 3.1 Closing Date. The closing of the transactions contemplated by this Agreement (the Closing) will take place at 10:00 a.m., Central Time, at the offices of Schiff Hardin LLP, 6600 Sears Tower, Chicago, Illinois, as promptly as practicable following, but in no event later than the fifth Business Day after, the satisfaction or waiver of the conditions _____________ Schiff Hardin – Fax: (212) 355-3333 (b) If to Seller: Kraft Foods Global, Inc. 3 Lakes Drive Northfield, IL 60093-2753 Attn: General Counsel Fax: (847) 646-2950 with a copy to: Schiff Hardin LLP 6600 Sears Tower Chicago, Illinois 60606 Attn: Paul A. Rahe Fax: (312) 258-5600 or such other addresses or numbers and/or addressee as are furnished in writing _____________ dt 1647544
$51	Preview Subscribers	2007	Asset Purchase Agreement Asset Purchase Agreement (80K) Doc #2759285: Click preview link for longer preview. ASSET PURCHASE AGREEMENT DATED MARCH 8, 2007 ASSET PURCHASE AGREEMENT THIS AGREEMENT is dated effective March 8, 2007. BETWEEN: GREAT NORTHERN OILSANDS INC., of 600-595 Hornby Street, Vancouver, BC V6C 2E8 (the "BUYER") AND: PATCH ENERGY INC., of Suite # 300, 441 - 5th Avenue S.W., Calgary, AB T2P 2V1 (the "SELLER") WHEREAS: (A) The Seller is the owner, . . . 2759285	Unilever Unilever NV ( Food Processing ) ;	Micron Enviro Micron Enviro Systems, Inc. ( Capital Goods ) As referenced in this Asset Purchase Agreement: Micron Enviro Systems Inc – established and governed by the Limited Partnership Agreement; (ff) "LIMITED PARTNERSHIP AGREEMENT" means the Limited Partnership Agreement dated for reference May 31, 2006 among the Seller, as initial limited partner, Micron Enviro Systems Inc . and Habanero Resources Inc. as limited partners and Patch Oilsands Ltd., as general partner; (gg) "MISCELLANEOUS INTERESTS" means Seller's interests in all property, assets, interests and rights (other _____________ Micron Enviro Systems Inc – be transferred on the basis that the Seller shall hold same in trust for Habanero Resources Inc. as to a 20.833% {PAGE} -13- interest in the Excluded Assets and Micron Enviro Systems Inc . as to a 4.1667% interest in the Excluded Assets. TERMINATION OR WAIVER OF CONDITIONS BY THE SELLER 3.4 If any of the conditions set forth in Section _____________ dt 1706990
$83	Preview Subscribers	2005	Certificate of Incorporation Certificate of Incorporation (288K) Doc #945103: Click preview link for longer preview. Prepared and filed by St Ives Burrups Exhibit 1.1 Company No. 41424 Memorandum and Articles of Association and Special and other Resolutions of Unilever PLC (Incorporated 21 June, 1894) Back to Contents Table of Contents of Memorandum and Articles of Association and Special and other Resolutions Page CERTIFICATE OF INCORPORATION 4 OF LEVER BROTHERS, LIMITED CERTIFICATE OF CHANGE OF NAME 5 TO LEVER BROTHERS & . . . 945103	Unilever Unilever NV ( Food Processing ) As referenced in this Certificate of Incorporation: Unilever N – Minute on Reduction of Capital ARTICLES OF ASSOCIATION 34 Article Interpretation 1 Exclusion of Table A 34 2 Definitions 34 Agreement for Distribution of Profits and Assets 3 Agreement with Unilever N .V. 35 Share Capital 4 Rights attached to shares 35 5 Redemption of shares 35 6 Trusts not recognised 35 7 Allotment of shares 35 8 Payment of commission _____________ Unilever N – for Conversion of Shares into Stock 12th July, 1951 59 Resolution of Ordinary Stockholders sanctioning modification of the terms of the Agreement dated 28th June, 1946 between Lever Brothers & Unilever N .V. and the Company referred to in Article 3 of the Company’s Articles of Association 27th October, 1961 60 Resolution re-converting the issued Ordinary Stock into _____________ Unilever N – has an interest. (3) To operate and carry into effect an Agreement dated 28th June, 1946 (as amended by Supplemental Agreements dated 20th July, 1951 and 21st December, 1981) with Unilever N .V. of The Netherlands known as the Equalisation Agreement and an Agreement dated 28th June, 1946 with Unilever N.V. known as the Deed of Mutual Covenants with full _____________ Unilever N – Supplemental Agreements dated 20th July, 1951 and 21st December, 1981) with Unilever N.V. of The Netherlands known as the Equalisation Agreement and an Agreement dated 28th June, 1946 with Unilever N .V. known as the Deed of Mutual Covenants with full power to agree any modification or abrogation of all or any of the terms of the said Agreements and _____________ Unilever N – or any of the terms of the said Agreements and to enter into operate and carry into effect any further or other agreements or arrangements with or in connection with Unilever N .V. and to do all such other things as in the opinion of the Board of Directors of the Company are necessary or desirable for the furtherance of this _____________ dt 1333232
$99	Preview Subscribers	2006	Credit Agreement Credit Agreement (457K) Doc #1641523: Click preview link for longer preview. CREDIT AGREEMENT dated as of April 21, 2006 among INTEGRATED BRANDS INC. ESKIMO PIE FROZEN DISTRIBUTION, INC. ESKIMO PIE CORPORATION COOLBRANDS DAIRY, INC. The Other Loan Parties Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead Arranger *CHASE BUSINESS CREDIT* TABLE OF CONTENTS Page ARTICLE I Definitions 1 . . . 1641523	Unilever Unilever NV ( Food Processing ) As referenced in this Credit Agreement: Unilever N – August 25, 2003, between Atkins Nutritionals Inc. and Integrated Brands Inc. (only a letter of intent has been signed). 15. Trademark License Agreement, dated as of October 25, 1993, between Unilever N .V. and Kraft General Foods, Inc., as amended as of October 19, 2004, as assigned pursuant to the Assignment of Interest in License Agreement, dated as of March 27, _____________ Unilever N – County Superior Court (Civil Case No. 04-2-26687-4 SEA). Schedule 3.12 Material Agreements Coolbrands Dairy, Inc. (a) Trademark License Agreement, dated as of October 25, 1993, between Unilever N .V. and Kraft General Foods, Inc., as amended as of October 19, 2004, as assigned pursuant to the Assignment of Interest in License Agreement, dated as of March 27, _____________ dt 1333235 ; Coolbrands International Coolbrands International Inc ; General Mills General Mills, Inc. ( Food Processing ) As referenced in this Credit Agreement: General Mills, Inc – October 3, 2005. 9. Dogsters License Agreement, dated as of April 19, 2004, between Dogsters, LLC and Integrated Brands Inc. 10. Trix Agreement, dated as of August 15, 1995 between General Mills, Inc . and Integrated Brands Inc. 11. Yoplait Sublicense Agreement, dated July 29, 1992, by and between General Mills, Inc. and Steves Homemade Ice Cream, Inc, as was amended by the _____________ General Mills, Inc – Brands Inc. 10. Trix Agreement, dated as of August 15, 1995 between General Mills, Inc. and Integrated Brands Inc. 11. Yoplait Sublicense Agreement, dated July 29, 1992, by and between General Mills, Inc . and Steves Homemade Ice Cream, Inc, as was amended by the First Amendment to the Yoplait Sublicense Agreement, dated as of August 15, 1995, by and between General Mills, _____________ General Mills, Inc – General Mills, Inc. and Steves Homemade Ice Cream, Inc, as was amended by the First Amendment to the Yoplait Sublicense Agreement, dated as of August 15, 1995, by and between General Mills, Inc . and Integrated Brands Inc. 12. Trademark License Agreement, dated as December 26, 1996, between Tropicana Products, Inc. and Integrated Brands Inc., as amended on November 11, 1998 and as _____________ General Mills, Inc – Coolbrands Dairy, Inc. and the United States of America acting through the Rural Business Cooperative Service. Integrated Brands Inc. (a) Yoplait Sublicense Agreement, dated 07/29/92, by and between General Mills, Inc . and Steves Homemade Ice Cream, Inc., as was amended by the First Amendment to the Yoplait Sublicense Agreement, dated as of 8/15/95, by and between General Mills, _____________ General Mills, Inc – General Mills, Inc. and Steves Homemade Ice Cream, Inc., as was amended by the First Amendment to the Yoplait Sublicense Agreement, dated as of 8/15/95, by and between General Mills, Inc . and Integrated Brands Inc. (b) Amended and Restated Trademark License Agreement, dated as of June 17, 2005, between Godiva Chocolatier, Inc. and Integrated Brands Inc. (c) Consumer Products License _____________ dt 1521864 ;	Integrated Brand Integrated Brands, Inc. ( Miscellany ) As referenced in this Credit Agreement: INTEGRATED BRANDS INC – EX-99 4 ex99-3.htm EXHIBIT 99.3 EXHIBIT 99.3 CREDIT AGREEMENT dated as of April 21, 2006 among INTEGRATED BRANDS INC . ESKIMO PIE FROZEN DISTRIBUTION, INC. ESKIMO PIE CORPORATION COOLBRANDS DAIRY, INC. The Other Loan Parties Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative _____________ INTEGRATED BRANDS INC – F Form of Management Discussion and Analysis iv CREDIT AGREEMENT dated as of April 21, 2006 (as it may be amended or modified from time to time, this Agreement), among INTEGRATED BRANDS INC ., ESKIMO PIE FROZEN DISTRIBUTION, INC., ESKIMO PIE CORPORATION and COOLBRANDS DAIRY, INC., as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N. _____________ Integrated Brands Inc – that certain Intercreditor Agreement dated as of the date hereof between the Administrative Agent and Chase, as administrative agent for the lenders party to the Americana Credit Agreement. Integrated means Integrated Brands Inc ., a New Jersey corporation. Interest Election Request means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance with Section 2.07. Interest Expense _____________ Integrated Brands Inc – hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows: (i) if to any Loan Party, to the Borrower Representative at: c/o Integrated Brands Inc . 4175 Veterans Memorial Highway Ronkonkoma, NY 11779 Attention: David J. Stein Facsimile No: (631) 737-9792 Telephone No: (631) 737-9700 with a copy to: Goodwin Procter LLP 599 _____________ INTEGRATED BRANDS INC – 92 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. BORROWERS: INTEGRATED BRANDS INC . By /s/ David J. Stein Name: David J. Stein Title: Chief Executive Officer ESKIMO PIE FROZEN DISTRIBUTION, INC. By /s/ David J. Stein Name: David J. Stein Title: Chief _____________ dt 1543183 ; Teamsters International Brotherhood of Teamsters ( Unions ) As referenced in this Credit Agreement: International Brotherhood of Teamsters – 27/05, by and between Kraft Foods Holdings, Inc. and Coolbrands Dairy, Inc. (g) Agreement, effective 10/1/02-9/30/06, by and between Local #687, affiliated with the International Brotherhood of Teamsters and Kraft Foods North America, Inc. (Kraft assigned to Coolbrands Dairy, Inc. pursuant to the Assignment and Assumption Agreement dated March 27, 2005). (h) Agreement, dated as of 7/19/ _____________ dt 1334987 ; More...
$65	Preview Subscribers	2002	Credit Agreement Credit Agreement (499K) Doc #1748017: Click preview link for longer preview. CREDIT AGREEMENT Dated as of May 3, 2002 among JohnsonDiversey, Inc., Johnson Wax Professional, Inc. Johnson Professional Co., Ltd., AND Johnson Diversey Netherlands II B.V. *as Borrowers* Johnson Professional Holdings, Inc. *as Holdings* and The Lenders and Issuers Party Hereto and Citicorp USA, Inc. *as Administrative Agent* Goldman Sachs Credit Partners L.P. *as Syndication Agent* Bank One, NA Abn Amro Bank N.V. Royal Bank of Scotland plc, New York Branch . . . 1748017	Unilever Unilever NV ( Food Processing ) As referenced in this Credit Agreement: Unilever N – the Dollar/Euro Revolving Loans and the Yen Revolving Loans. Sales Agency Agreement means the Master Sales Agency Agreement dated as of May 3, 2002 entered into by the Company, Unilever N .V. and Unilever PLC. Scheduled Termination Date means May 3, 2008. Screen means, with respect to Dollars, Dow Jones Markets Telerate Page 3750, with respect to Euros, the Dow _____________ Unilever N – plan (determined for the most recent valuation date for such plan using the actuarial assumptions in effect for such plan set forth in the actuarial valuation report) Unilever Group means Unilever N .V., Unilever PLC and their respective Affiliates. Unilever Subscription Payment means the cash subscription payment to Holdings in exchange for the issuance to Unilever Group of all of the _____________ dt 1333236 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit Agreement: Abn Amro Bank N.V. – Holdings, Inc. as Holdings and The Lenders and Issuers Party Hereto and Citicorp USA, Inc. as Administrative Agent Goldman Sachs Credit Partners L.P. as Syndication Agent Bank One, NA Abn Amro Bank N.V. Royal Bank of Scotland plc, New York Branch General Electric Capital Corporation as Co-Documentation Agents Salomon Smith Barney Inc. AND Goldman Sachs Credit Partners L.P. as Joint _____________ ABN AMRO BANK N.V., – Loan Documents, the Administrative Agent), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent for the Lenders and the Issuers (in such capacity, the Syndication Agent) and BANK ONE NA, ABN AMRO BANK N.V., ROYAL BANK OF SCOTLAND PLC, NEW YORK BRANCH, and GENERAL ELECTRIC CAPITAL CORPORATION as co-documentation agents for the lenders and issuers (together, in such capacity, the Documentation Agents). _____________ ABN Amro Bank N.V. – in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): ABN Amro means ABN Amro Bank N.V. Acquired Business means the DiverseyLever Business (as defined in the Acquisition Agreement). Acquisition means the purchase by Holdings, the Company and certain of their Affiliates of the Sold Shares _____________ ABN AMRO BANK N.V., – KOJIMA C. Kojima Vice President GOLDMAN SACHS CREDIT PARTNERS L.P. By: /s/ ALBERT DOMBROWSKI Albert Dombrowski Authorized Signatory BANK ONE, NA By: /s/ RONALD EDWARDS Ronald Edwards Vice President ABN AMRO BANK N.V., NEW YORK BRANCH By: /s/ TERRENCE WARD Terrence Ward Group Vice President By: /s/ JOHN HILL John Hill Assistant Vice President Table of Contents ABN AMRO BANK N.V., _____________ ABN AMRO BANK N.V., – President ABN AMRO BANK N.V., NEW YORK BRANCH By: /s/ TERRENCE WARD Terrence Ward Group Vice President By: /s/ JOHN HILL John Hill Assistant Vice President Table of Contents ABN AMRO BANK N.V., CANADA BRANCH By: /s/ LAWRENCE J. MALONEY Lawrence J. Maloney Senior Vice President By: /s/ DAVID MOORE David Moore Group Vice President ABN AMRO BANK N.V., TOKYO BRANCH _____________ dt 1471394 ; Citibank Citibank, NA As referenced in this Credit Agreement: Citibank N.A. – of Article II (The Facilities), Article X (Administrative Agent) and Article XI (Miscellaneous) (other than Section 11.1 (Amendments, Waivers, Etc.) and Section11.10 (Binding Effect), Administrative Agent shall mean Citibank N.A. , Hong Kong so far as such provisions relate to the Yen Revolving Credit Facility and (b) in respect of Section 10.1 (Authorization and Action) and other provisions herein _____________ Citibank, N.A. – contrary, Change of Control shall not be construed to permit any transaction otherwise prohibited pursuant to the terms of Section 8.6 (Restrictions on Fundamental Changes; Permitted Acquisitions). Citibank means Citibank, N.A. , a national banking association. 7 Table of Contents Closing Date means the first date on which any Loan is made or any Letter of Credit is Issued. CMI Holdco _____________ Citibank N.A. – THE ADMINISTRATIVE AGENT SECTION 10.1 Authorization and Action (a) Each Lender and each Issuer hereby appoints CUSA as the Administrative Agent hereunder and acknowledge and agree that CUSAs Affiliate, Citibank N.A. , Hong Kong, shall act as the Administrative Agent with respect to the Yen Revolving Credit Facility, and each Lender and each Issuer authorizes each Administrative Agent to take such _____________ Citibank N.A. – d) if to the CUSA, as Administrative Agent, at its Domestic Lending Office specified opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) and if to Citibank N.A. , Hong Kong, as Administrative Agent, at its office specified opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices), in each case with a copy to: _____________ CITIBANK, N.A. – Signatory JOHNSON PROFESSIONAL HOLDINGS, INC., as Holdings By: /s/ MICHAEL J. BAILEY CITICORP USA, INC., as Administrative Agent and Lender By: /s/ JOHN W. PERUZZI John W. Peruzzi Vice President CITIBANK, N.A. , as Issuer By: /s/ JOHN W. PERUZZI John W. Peruzzi Vice President Table of Contents CITICORP USA, INC. By: /s/ JOHN W. PERUZZI CITIBANK, N.A., CANADIAN BRANCH By: / _____________ dt 1480374 ;	Citicorp USA Citicorp USA, Inc. As referenced in this Credit Agreement: Citicorp USA, Inc – Wax Professional, Inc. Johnson Professional Co., Ltd., AND Johnson Diversey Netherlands II B.V. as Borrowers Johnson Professional Holdings, Inc. as Holdings and The Lenders and Issuers Party Hereto and Citicorp USA, Inc . as Administrative Agent Goldman Sachs Credit Partners L.P. as Syndication Agent Bank One, NA Abn Amro Bank N.V. Royal Bank of Scotland plc, New York Branch General _____________ CITICORP USA, INC – the Company, the Canadian Borrower and the Euro Borrower, collectively, the Borrowers), JOHNSON PROFESSIONAL HOLDINGS, INC., a Delaware corporation (Holdings), the Lenders (as defined below), the Issuers (as defined below), CITICORP USA, INC . (CUSA), as administrative agent for the Lenders and the Issuers (in such capacity, and as agent for the Secured Parties under the other Loan Documents, the Administrative Agent), GOLDMAN _____________ Citicorp USA, Inc – or through its agents or employees. (d) Each Lender, Issuer, the Syndication Agent, each Documentation Agent, each Joint Lead Arranger and each Joint Book Manager hereby: (i) constitutes and appoints Citicorp USA, Inc . (and the individuals through which it may be represented) or any other Person appointed Administrative Agent pursuant to Section 10.6 (Successor Administrative Agent) (and the individuals through which _____________ CITICORP USA, INC – II B.V., JOHNSON PROFESSIONAL CO., LTD. as Borrowers By: /s/ LUIS F. MACHADO Luis F. Machado Authorized Signatory JOHNSON PROFESSIONAL HOLDINGS, INC., as Holdings By: /s/ MICHAEL J. BAILEY CITICORP USA, INC ., as Administrative Agent and Lender By: /s/ JOHN W. PERUZZI John W. Peruzzi Vice President CITIBANK, N.A., as Issuer By: /s/ JOHN W. PERUZZI John W. Peruzzi Vice _____________ CITICORP USA, INC – and Lender By: /s/ JOHN W. PERUZZI John W. Peruzzi Vice President CITIBANK, N.A., as Issuer By: /s/ JOHN W. PERUZZI John W. Peruzzi Vice President Table of Contents CITICORP USA, INC . By: /s/ JOHN W. PERUZZI CITIBANK, N.A., CANADIAN BRANCH By: /s/ ADAM SHEPHERD Adam Shepherd Authorized Signer CITIBANK N.A., TOKYO BRANCH By: /s/ C. KOJIMA C. Kojima _____________ dt 1368520 ; Dubois International Dubois International Inc ; More...