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Document Preview Option Agreement |
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Title: |
Option Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
39KB total |
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Price: |
$46 |
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ID: |
#879124 |
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| Page | |
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Article I DEFINITIONS |
1 |
| Article II GRANT OF OPTION; OPTION FEE; PURCHASE PRICE | 3 |
| Section 2.1 Grant of Option | 3 |
| Section 2.2 Option Fee | 3 |
| Section 2.3 Purchase Price | 4 |
| Section 2.4 Calculation of Deferred Crop Value Amount | 4 |
| Article III EXERCISE OF OPTION | 4 |
| Section 3.1 Exercise of Option; Closing | 4 |
| Section 3.2 Failure to Exercise Option | 5 |
| Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY | 5 |
| Section 4.1 Organization and Authority | 5 |
| Section 4.2 No Violation | 6 |
| Section 4.3 Title to Agricultural Assets | 6 |
| Section 4.4 Finder's Fees | 6 |
| Section 4.5 Litigation | 6 |
| Article V REPRESENTATIONS AND WARRANTIES OF BUYER | 7 |
| Section 5.1 Organization and Authority | 7 |
| Section 5.2 No Violation | 7 |
| Section 5.3 Finder's Fees | 7 |
| Section 5.4 Litigation | 7 |
| Section 5.5 Company Stock | 8 |
| Article VI ADDITIONAL AGREEMENTS | 8 |
| Section 6.1 Further Actions; Filings | 8 |
| Section 6.2 Public Disclosure | 9 |
| Article VII MISCELLANEOUS PROVISIONS | 9 |
| Section 7.1 Time is of the Essence | 9 |
| Section 7.2 Assignment | 9 |
| Section 7.3 Notices | 9 |
| Section 7.4 Interpretation | 10 |
| Section 7.5 Counterparts | 10 |
i
| Section 7.6 Entire Agreement; Nonassignability; Parties in Interest | 11 |
| Section 7.7 Expenses | 11 |
| Section 7.8 Recording Fees | 11 |
| Section 7.9 Amendment | 11 |
| Section 7.10 Severability | 11 |
| Section 7.11 Remedies Cumulative | 11 |
| Section 7.12 Governing Law; Jurisdiction; Waiver of Jury Trial | 11 |
| Section 7.13 Rules of Construction | 12 |
| Section 7.14 Further Assurances | 12 |
Exhibits
| A | Purchase Price and Option Fee Allocation Schedule |
| B | Form of Option Purchase Agreement |
ii
THIS OPTION AGREEMENT (this Agreement) is made and entered into as of this 23rd day of September, 2004, by and between OCEAN SPRAY CRANBERRIES, INC., a Delaware corporation (Buyer), and NORTHLAND CRANBERRIES, INC., a Wisconsin corporation (the Company). (Buyer and the Company are sometimes referred to herein individually as a Party, and collectively as the Parties).
WHEREAS, the Company has agreed to grant an option to Buyer, and Buyer has agreed to acquire an option from the Company, for Buyer to purchase some or all of the Agricultural Assets (as defined herein) from the Company, on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Buyer hereby agree as follows:
In addition to the terms defined above in the introduction and Recitals to this Agreement, the following terms when used in this Agreement shall have the meanings set forth in this Article I:
Affiliate means, with respect to a particular Person, Persons controlling, controlled by, or under common control with that Person.
Agricultural Asset(s) means (i) individually, all of the Companys right, title and interest in and to any one Marsh and all of the Equipment and Crops growing on the vine at such Marsh, and (ii) collectively, all of the Companys right, title and interest in and to all of the Marshes and all of the Equipment and Crops growing on the vine at such Marshes.
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