[COUNTRY]
ASSET SALE AND PURCHASE AGREEMENT
BY AND AMONG
[SELLER] (as "Seller")
And
▇▇▇▇ PERFUMES CORP. (as "Buyer")
DATED AS OF OCTOBER 29, 1996
ASSET SALE AND PURCHASE AGREEMENT - [COUNTRY]
This [COUNTRY] Asset Sale and Purchase Agreement dated the 29th day of
October, 1996 (the "[COUNTRY] Agreement"), by and between [SELLER], a [COUNTRY]
corporation, and ▇▇▇▇ Perfumes Corp., a corporation organized and existing under
the laws of the State of Delaware, U.S.A. (hereinafter referred to as "Buyer").
WHEREAS, Seller's parent and Affiliates have entered into a Asset Sale and
Purchase Agreement dated October 29, 1996 ("Purchase Agreement") with the Buyer,
for a sale and purchase of certain Acquired Assets, including certain Assumed
Liabilities, Excluded Liabilities, and Excluded Assets; and
WHEREAS, the Seller and Buyer desire to execute a concurrent agreement to
effect the transfer of assets under such Purchase Agreement in respect to
[COUNTRY].
IN CONSIDERATION of the mutual agreements contained herein, intending to be
legally bound, the parties agree as follows:
1. DEFINITIONS.
The definitions in the Purchase Agreement shall have full force and
effect in this [COUNTRY] Agreement.
2. CLOSING.
The Closing for the sale of the Acquired Assets and Assumed
Liabilities will take place on the effective date of the Closing of the Purchase
Agreement in accordance with its terms and conditions.
3. ACQUIRED ASSETS AND ASSUMED LIABILITIES.
Subject to the terms and conditions of the Purchase Agreement,
Seller agrees to sell and Buyer agrees to buy at Closing, the Business
consisting of those portions of the Acquired Assets and Assumed Liabilities
which exist in [COUNTRY] and expressly excluding all Excluded Assets and
Excluded Liabilities which exit in [COUNTRY]. The allocation of the purchase
price for those portions of the Acquired Assets and Assumed Liabilities in
[COUNTRY]
is reflected in Exhibit A. The Acquired Assets and Assumed Liabilities in
respect to [COUNTRY] are attached hereto as Exhibit B.
4. TAXES.
In respect to the transactions contemplated and to be performed
herein, Buyer agrees (subject to the provisions of sections 6.7(f), 6.8, 6.9,
6.13 and 9.2(a)(vii) of the Purchase Agreement) to pay all Value Added Tax and
similar taxes ("VAT") that has been charged in accordance with the VAT statutes
and regulations and is evidenced by the issuance of a valid VAT invoice.
5. ALL OTHER PROVISIONS.
All other provisions of the Purchase Agreement are and remain in full
force and effect and apply to this Agreement, except as otherwise noted herein.
If a conflict between this [COUNTRY] Agreement and the Purchase Agreement should
arise, the Purchase Agreement shall govern.
6. MISCELLANEOUS PROVISIONS.
a. This Agreement may be amended, modified or supplemented only by
the written agreement of the parties hereto.
b. Waiver of Compliance -- except as otherwise provided in this
Agreement, any failure of either of the parties to comply with
any obligations, covenant, agreement, or condition herein, may be
waived by the party entitled to the benefit thereof only by
written instrument signed by the party granting such waiver, but
such waiver or failure to insist upon such strict compliance with
such obligation, covenant, agreement, or condition shall not
operate as a waiver of or estoppel with respect to any subsequent
failure. Failure of any party hereto to enforce at any time any
of the provisions of this Agreement shall in no way be construed
to be a waiver of any such provision, nor in any way to affect
the validity of this Agreement or the right of any party thereof
to enforce each and every provision. No waiver of any breach of
this Agreement shall be held to be a waiver of any other or
subsequently breach.
c. Notices -- all notices required or permitted hereunder shall be
in writing and shall be deemed to properly given when:
i) Personally delivered to the party entitled to receive
notice;
ii) Upon confirmation of receipt of a facsimile message
confirmed by first-class mail, postage prepaid;
iii) Upon receipt of package delivered by overnight courier; or
iv) Sent by certified or registered mail, postage pre-paid,
properly addressed to the party entitled to receive such
notice at the address stated below or such other address as
the party may be:
Seller:
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With a copy to: Procter & ▇▇▇▇▇▇ Cosmetic and Fragrance
Products
Attn: C.A. Bodie, Associate General Counsel
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Buyer: ▇▇▇▇ Perfumes Corp.
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇▇▇▇▇▇ Hyatt ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, P.C.
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
7. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Neither Seller nor
Buyer may assign this Agreement or any of its rights or liabilities hereunder
without prior written consent of the other party hereto, except that Seller may
also assign to one or more of its affiliates.
8. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the laws of [COUNTRY].
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be signed by their respective duly authorized officers as of the date first
written.
[SELLER] ▇▇▇▇ PERFUMES CORP.
By: By:
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Name: Name:
Title: Title:
