Camuto definition
Examples of Camuto in a sentence
The Administrative Agent shall have received the results of a recent lien search (1) in each jurisdiction where the Loan Parties are organized and (2) in respect of (i) DSW Shoe Warehouse, Inc., eTailDirect LLC, Ebuys, Inc., Camuto LLC and CCI Operations LLC, in Ohio, (ii) VCS Group LLC, in Delaware, and (iii) Sole Society Group, Inc.
Sell, lease, pledge (except for Liens permitted hereunder), or otherwise dispose of or encumber any material properties or assets of any Company including, without limitation, any business permits or intellectual property rights, except in the ordinary course of business consistent with past practice, or in a transaction with any of the other Companies or pursuant to a potential “going private” transaction as proposed and participated in by Camuto Consulting, Inc.
Among other things, the Sellers have contributed to the Company all Owned Intellectual Property, all rights under Contracts (other than the Retained Assets), including Contracts relating to any obligation for JS to provide personal services to the Business and any rights surviving the termination of the Original Camuto License Agreement, and advances in respect of any royalties not fully earned as well as all prepaid advertising assets, in each case related to the Business.
The Sellers or the Company shall have provided evidence, in form and substance reasonably satisfactory to the Buyer, of the termination, at no cost to the Buyer other than the payment by the Buyer to Camuto a termination fee of One Million Five Hundred Thousand Dollars ($1,500,000), and with no further Liability or obligation on the part of the Company or the Business, of the Original Camuto License Agreement, except as set forth in such related termination agreement.
The Notice provided Camuto and such others, including public enforcers, with notice that alleged that Camuto was in violation of California Health & Safety Code § 25249.6, for failing to warn California consumers and customers that use of the Products will expose them to DEHP.
Within six (6) months of the Effective Date, and continuing thereafter, a clear and reasonable exposure warning as set forth in this §§ 2.3 and 2.4 must be provided for all Products that Camuto manufacturers, imports, distributes, sells, or offers for sale in California that is not a Reformulated Product.
Neither Buyers nor Sellers and the Camuto Owners may rely, either as a basis for not consummating the Transactions or the Transaction Documents or terminating this Agreement and abandoning the Transactions or the Transaction Documents, on the failure of any condition set forth in this Article 6 to be satisfied if such failure was caused by such Party’s material breach of any provision of this Agreement.
This Settlement Agreement is entered into by and between ▇▇▇ ▇▇▇▇ (“▇▇▇▇”) and Camuto LLC (“Camuto”).
It is the Parties’ intent to protect and preserve the Business as currently conducted and the goodwill of the Acquired Companies, and the Camuto Owners agree that the time period, the geographic coverage and scope of the covenants set forth in this (f) are reasonable.
On March 11, 2019, ▇▇▇▇ served Camuto and various public enforcement agencies with a document entitled “Notice of Violation of California Health & Safety Code § 25249.6, et seq.” (the “Notice”).