Ibf fund liquidating llc

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P., 3rd Pty Defendant Devenshire Management Corp, 3rd Pty Defendant Sunset Holdings International, Ltd., 3rd Pty Defendant Todd Sanders, 3rd Pty Defendant Arthur Steinberg, 3rd Pty Defendant Kaye Scholer LLP, 3rd Pty Defendant Fox Rothschild LLP, Attorney Bainton Mc Carthy LLC, Attorney Michelman & Robinson LLP, Attorney Stephen Radusch, Cross-Claimant Fox Rothschild LLP, Cross-Claimant Robert Moore, Cross Defendant Stephen Radusch, Cross Defendant Chadmoore Wireless Group Inc., Defendant Chadmoore Shareholder Liquidating Trust, Defendant Robert Moore, Defendant Stephen Radusch, Defendant IBF Fund Liquidating LLC, Plaintiff Salvador E.

Rodriguez, Unknown International Fidelity Insurance Company, Unknown Veritext, LLC, Unknown Clerk's Office of the U.

Seller has asked the Company, and the Company has agreed, to surrender possession of such collateral for the purpose of effecting a private sale thereof, and Buyer desires to purchase certain of the assets constituting such collateral, including tangible and intangible assets, used in, or directly related to, the Company’s natural, organic and specialty ready-to-eat cereals, hot cereals, cookies and crackers business (the “ Business ”), on the terms and subject to the conditions set forth herein. §172.101; or (d) defined, designated or listed as a “Hazardous Waste” under Section 1004(5) of the Resource and Conservation and Recovery Act, 42 U. Verde, or by Cynthia Davis or Steven Geddes, in each case after reasonable inquiry, and (b) with respect to Buyer, the actual knowledge of any particular fact or matter by Scott Feldman, Daniel Werther or Nicholas Maxwell.“ Law ” means any law (including, without limitation, principles of common law), statute, code, regulation, treaty, permit, license, certificate, judgment, order, writ, decree, award or other decision or requirement of any arbitrator or Governmental Authority.“ Material Adverse Change ” or “ Material Adverse Effect ” mean any fact, event, change, circumstance or effect that is or is reasonably likely to be, individually or in the aggregate, materially adverse to the business, financial condition, properties, assets or results of operations of the Company, other than facts, events, changes, circumstances or effects: (a) resulting from general economic conditions; (b) resulting from the transactions contemplated by this Agreement or the announcement to third-parties and the public of the transactions contemplated by this Agreement; (c) resulting from changes in Laws after the date hereof; or (d) resulting from an outbreak or escalation of hostilities involving any country where the Company does business, the declaration by any country where the Company does business of a national emergency or war, or the occurrence of any acts of terrorism and any actions or reactions thereto.“ Permits ” means any Consent, license, registration, permit, franchise or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.“ Permitted Encumbrances ” means (i) mechanics’, carriers’, workmen’s, repairmen’s or similar Encumbrances arising or incurred in the ordinary course of the Business consistent with past practice and securing amounts that are not past due; (ii) Encumbrances for Taxes, assessments and any other governmental charges which are not due and payable or which are being contested in good faith by appropriate proceedings and as to which adequate reserves (determined in accordance with GAAP) have been provided in the balance sheet included in the Company’s Interim Financial Statements; (iii) any other Encumbrances that will be terminated at or prior to Closing in accordance with this Agreement; and (iv) Encumbrances relating to the operating leases of equipment set forth in Section 3.8(a) of the Seller’s Disclosure Schedule.“ Person ” means any individual, corporation, partnership, limited liability company, business trust, limited liability partnership, joint stock company, trust, unincorporated association or joint venture.“ Selling Expenses ” means all costs, fees and expenses incurred by the Company, or by the Company on behalf of Seller, in each case in connection with the consummation of the transactions contemplated hereby (whether incurred prior to or after the date hereof) that are set forth in the schedule provided to Buyer pursuant to Section 2.5(d)(iii) hereof, including, without limitation, any brokerage fees, commissions, finders’ fees or financial advisory fees and the fees and expenses of Kaye Scholer LLP set forth on such schedule. Subject to the terms and conditions hereof, and on the basis of and in reliance upon the covenants, agreements, representations and warranties set forth herein, at the Closing, Seller, in its capacity as a secured party under Section 9-610 of the UCC, shall, or shall cause the Company to, sell, transfer, assign, convey and set over to Buyer, free and clear of all Encumbrances other than Permitted Encumbrances, and Buyer shall purchase, acquire and accept, all of the assets of the Company described on Schedule 2.1(a) attached hereto, but excluding the Excluded Assets (the “ Purchased Assets ”). The only assets of the Company that shall not be transferred and sold to Buyer pursuant to Section 2.1 above (the “ Excluded Assets ”) shall be the following:all of the Company’s minute books, stock transfer books, seals and tax returns; .

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such first Person. §§1317, 1321, or Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980; (c) listed in the United States Department of Transportation Hazardous Material Tables, 49 C. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter pay, perform and discharge, or cause to be paid and discharged, when due, only (a) the accounts payable and accrued expenses of the Business reflected on the Company’s Interim Financial Statements which are unpaid as of the Closing Date and are included in the calculation of Final Working Capital, (b) any accounts payable and accrued expenses of the Business incurred in the ordinary course of business, consistent with past practice, between the date of the Company’s Interim Financial Statements and the Closing Date which are unpaid as of the Closing Date and are included in the calculation of Final Working Capital, (c) the liabilities and obligations of the Company pursuant to the Assumed Contracts, but only to the extent not arising from and not attributable to any breach, default or failure of performance thereunder by the Company or Seller occurring on or prior to the Closing, (d) any liability to the Company’s customers incurred by the Company in the ordinary course of business for nondelinquent orders or performance of services outstanding on the Closing Date (except to the extent the liability arises out of or relates to a breach by the Company that occurred prior to the Closing Date) reflected in the Company’s records and (e) the other liabilities identified on Schedule 2.3(a) attached hereto (collectively, the “ Assumed Liabilities ”).

(Borrower) (Guarantor and Borrower sometimes hereinafter are referred to individually as an Obligor and collectively as the Obligors THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of November 10, 2005, by and among SUNSET BRANDS, INC., a Nevada corporation (the Company), and IBF Fund Liquidating LLC, a Delaware limited liability company (IBF).

This Investor Rights Agreement (this Agreement) is made and entered into as of November 10, 2005, by and among Sunset Brands, Inc., a Nevada corporation formerly known as Cascade Sled Dog Adventures, Inc.

THIS JUNIOR MANAGEMENT FEE SUBORDINATION AGREEMENT (this Agreement) is made and entered into this 10th day of November 2005, by and among Sunset Holdings International, Ltd., a Delaware corporation (the Manager), Sunset Brands, Inc., a Delaware corporation (the Company), and IBF Fund Liquidating LLC, a Delaware limited liability company (the Seller).

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAW.

(a) In consideration of the sale, transfer and delivery of the Purchased Assets to the Buyer and the other obligations and covenants of Seller made herein, at the Closing, Buyer shall (x) pay to Seller an aggregate amount in cash equal to ,000,000, (ii) “ Closing Date Working Capital ” shall mean the Current Assets of the Company as of the Closing Date minus the Current Liabilities of the Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated by this Agreement).(iii) “ Current Assets ” shall mean the book value of those items identified as “Current Assets” on Schedule 2.5(b)(iii) attached hereto to the extent they are included in the Purchased Assets, calculated in accordance with GAAP.(iv) “ Current Liabilities ” shall mean the book value of those items identified as “Current Liabilities” on Schedule 2.5(b)(iv) attached hereto to the extent they are included in the Assumed Liabilities, calculated in accordance with GAAP.(c) The amount of the adjustment to the Purchase Price pursuant to this Section 2.5 shall, for the purposes of the payment to be made by Buyer at the Closing, be estimated in good faith by Seller after consultation with Buyer.

By investing in a portfolio of long-lived capital equipment, a significant portion of cash distributions may be tax deferred during the early years of operations, primarily from depreciation deductions.

Additionally, the value of Fund equipment may provide investors with a hedge against inflation.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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