EXHIBIT 2.10
WARRANTY BILL OF SALE AND ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS, that J.L. RICHARD, a Louisiana
resident, and DONNA MARIE RICHARD, his wife (together, "Seller"), for and in
consideration of the sum of Ten Dollars ($10.00) lawful money of the United
States to them paid by RICHARDS CAJUN FOODS CORP., a Delaware corporation
("Purchaser"), the receipt and sufficiency of which is hereby acknowledged, and
pursuant to the Asset Purchase Agreement (the "Purchase Agreement") dated as of
August 1, 1996 among Seller, Purchaser and Atlantic Beverage Company, Inc., a
Delaware corporation, have granted, bargained, sold, transferred, assigned and
delivered, and by these Presents does grant, bargain, sell, transfer, assign and
deliver unto Purchaser, its successors and assigns, all of Sellers' right, title
and interest in and to all of the Purchased Assets described on SCHEDULE A
attached to the Purchase Agreement and by this reference incorporated herein and
made a part hereto.
To have and to hold the same unto Purchaser, its successors
and assigns forever.
Sellers do, for themselves and their successors and assigns,
represent to and with Purchaser, its successors and assigns, that they are the
lawful owners of the Purchased Assets; that they have good right to sell the
Purchased Assets and that they will warrant and defend the sale of the Purchased
Assets hereby made, unto Purchaser, its successors and assigns against the
lawful claims and demands of all persons whomsoever.
IN WITNESS WHEREOF, Sellers have executed this Warranty Bill
of Sale and Assignment as of the 1st day of August, 1996.
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J.L. Richard
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Donna Marie Richard
STATE OF LOUISIANA )
) SS
PARISH OF ACADIA )
I, __________________________, a Notary Public in and for said
Parish, in the State aforesaid, DO HEREBY CERTIFY that J.L. Richard and Donna
Marie Richard, the same persons whose names are subscribed to the foregoing
instrument, appeared before me this day in person, and acknowledged that they
signed and delivered the said instrument as their own free and voluntary act for
the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 1st day of August,
1996.
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Notary Public
My Commission Expires: ____________
AUTHORIZATION OF INSPECTION
The undersigned hereby authorizes RICHARDS CAJUN FOODS CORP.,
its affiliates, agents and authorized representatives (collectively the
"Company"), to obtain access to, inspect and obtain copies of any documents
relevant or pertaining to the creation, or operation, of the business enterprise
known as RICHARDS, and all predecessors thereto.
This authorization extends to, but is not limited to, such
documents in the possession of attorneys, accountants, financial institutions,
insurance brokers or agents, insurance companies, financial advisors, customers,
engineers or engineering firms, governments or government agencies, credit
agencies, chambers of commerce, better business bureaus, trade associates,
realtors, lessors and lessees, and such persons and entities are hereby directed
to cooperate in all respects with the Company. The undersigned hereby release
such parties from all claims or actions arising out of the foregoing
authorization and delivery of documents.
This authorization expressly extends to such documents whether
they were prepared or obtained or maintained for, or at the instance of, the
undersigned in their individual names, or in the names of the business
enterprises above described.
The undersigned understand that this is a general
authorization relating to the foregoing documents and the undersigned executed
this voluntarily and knowingly and intend to be bound by the same, as of August
1, 1996.
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J.L. Richard
STATE OF LOUISIANA )
) SS
PARISH OF ACADIA )
I, __________________________, a Notary Public in and for said
Parish, in the State aforesaid, DO HEREBY CERTIFY that J.L. Richard, the same
person whose name is subscribed to the foregoing instrument, appeared before me
this day in person, and acknowledged that he signed and delivered the said
instrument as his own free and voluntary act for the uses and purposes therein
set forth.
GIVEN under my hand and notarial seal this 1st day of August,
1996.
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Notary Public
My Commission Expires: ____________
CERTIFICATE
I, Merrick M. Elfman, in my capacity as Vice Chairman of
Atlantic Beverage Company, Inc., a Delaware corporation ("ABEV") and as Chairman
of Richards Corp., a Delaware corporation ("Purchaser"), DO HEREBY CERTIFY,
pursuant to Section 10 of that certain Asset Purchase Agreement (the
"Agreement") dated as of August 1, 1996, by and among Purchaser, ABEV and J.L.
Richard, that:
1. The representations, warranties, covenants and agreements
of Purchaser and ABEV in the Agreement or in any Schedule, Exhibit, certificate
or document delivered in connection therewith are true and correct in all
material respects on the date hereof.
2. Each of Purchaser and ABEV has performed all
agreements and obligations required to be performed by it on or prior to
the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day
of August, 1996.
ATLANTIC BEVERAGE COMPANY, INC.RICHARDS CAJUN FOODS CORP.
By By
Merrick M. Elfman, Vice Chairman Merrick M. Elfman, Chairman
CERTIFICATE
The undersigned, J.L. Richard, in his individual capacity,
("Seller"), DO HEREBY CERTIFY, pursuant to Section 9 of that certain Asset
Purchase Agreement (the "Agreement") dated as of August 1, 1996, by and among
Seller, Atlantic Beverage Company, Inc., a Delaware corporation and Richards
Cajun Foods Corp., a Delaware corporation, that:
1. The representations, warranties, covenants and agreements
of Seller in the Agreement or in any Schedule, Exhibit, certificate or document
delivered in connection therewith are true and correct in all material respects
on the date hereof.
2. The Seller has performed all agreements and
obligations required to be performed by
him on or prior to the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day
of August, 1996.
J.L. Richard