APPENDIX OF DEFINITIONS. The following definitions shall be applicable for purposes of the Agreement except as otherwise specifically provided to the contrary in the text of the Agreement.
APPENDIX OF DEFINITIONS. 33 -ii- EXHIBITS -------- Exhibit A Allocation of Purchase Price and Additional Purchase Price Exhibit B Quarterly EBIT Projections Exhibit C List of Employees Exhibit D Form of Opinion of Counsel to the Sellers and the Company Exhibit E Form of Employment Agreements Exhibit F Form of Opinion of Counsel to the Buyer DISCLOSURE SCHEDULES --------------------
APPENDIX OF DEFINITIONS. 26 EXHIBITS Exhibit A Opinion of Counsel to Hanover and Sellers Exhibit B Form of Direct Marketing Services Agreement Exhibit C Opinion of Counsel to Buyer Exhibit D Rights and Preferences of Preferred Stock SCHEDULES Schedule 1.2 Excluded Assets Schedule 2.2 Purchase Price Allocations Schedule 4.1 Foreign Qualifications Schedule 4.3 No Violation; Consents Schedule 4.4 Financial Information Schedule 4.5 Liabilities and Obligations Schedule 4.6 Absence of Certain Changes Schedule 4.7 Tax Returns and Reports Schedule 4.8 Title to and Condition of Assets Schedule 4.9 Contracts Schedule 4.11 Litigation Schedule 4.13 Intellectual Property Schedule 4.14 Legal Compliance Schedule 4.15 Principal Suppliers Schedule 4.16 Membership Programs Schedule 4.17 Merchandise Returns ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of August 19, 1999, by and among Euclid Logistics, Inc., an Illinois corporation ("Buyer"); Hanover Direct, Inc., a Delaware corporation ("Hanover"); Austxx Xxxdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Hanover ("AHI"); and The Austxx Xxxpany, a South Dakota corporation and an indirect wholly-owned subsidiary of Hanover ("TAC"). AHI and TAC are collectively referred to herein as the "Sellers". Capitalized terms used but not defined herein shall have the respective meanings set forth in the Appendix to Definitions attached hereto and made a part hereof.
APPENDIX OF DEFINITIONS. 31 -iv- EXHIBITS -------- Exhibit A Form of Escrow Agreement Exhibit B Opinion of Counsel to Seller Exhibit C Form of Sub-Lease Agreement Exhibit D Form(s) of Sub-Contracts for Government Contracts Exhibit E Form of Employee Transfer Agreement Exhibit F Form of Non-Competition Agreement Exhibit G Form of Services Agreement Exhibit H Opinion of Counsel to MEI and Buyer SCHEDULES ---------
APPENDIX OF DEFINITIONS. 30 -iii- EXHIBITS -------- Exhibit A Opinion of Counsel to Seller and the Stockholders Exhibit B Form of Xxxxxx Employment Agreement Exhibit C Form of Fish Employment Agreement Exhibit D Opinion of Counsel to MFI and Buyer SCHEDULES --------- Schedule 1.2 Excluded Assets Schedule 2.1(b) Purchase Price Allocations Schedule 2.3(e) Quarterly EBIT Targets Schedule 4.6 No Violation; Consents Schedule 4.8 Financial Information Schedule 4.9 Liabilities and Obligations Schedule 4.10 Absence of Certain Changes Schedule 4.11 Tax Returns and Reports Schedule 4.12 Title to and Condition of Assets Schedule 4.13 Real Estate and Leases Schedule 4.14 Contracts Schedule 4.15 Projects in Progress Schedule 4.16 Litigation Schedule 4.17 Bank Accounts, Guarantees and Powers Schedule 4.18 Insurance Schedule 4.19 Employee Matters Schedule 4.20 Employee Benefits Schedule 4.21 Patents, Trademarks and Licenses Schedule 4.22 Legal Compliance Schedule 4.23 Transactions with Affiliates Schedule 4.25 Customers -iv- ASSET PURCHASE AGREEMENT ------------------------
