EXHIBIT 2.1
CONTRIBUTION AGREEMENT
This Contribution Agreement (the "AGREEMENT") is made and entered into
effective as of July 1, 2008 (the "EFFECTIVE DATE"), by and among XXXXX XXXX,
LLC, a California limited liability company ("BR"), J. LINDEBERG USA CORP., a
New York corporation ("JLUS"), and J. LINDEBERG USA, LLC, a California limited
liability company (the "COMPANY"). BR, JLUS, and the Company are sometimes
individually referred to herein as a "PARTY" and collectively referred to herein
as the "PARTIES."
RECITALS
A. The Company was formed by BR, a wholly-owned subsidiary of People's
Liberation, Inc., a Delaware corporation ("PEOPLE'S LIBERATION"), and JLUS, a
wholly-owned subsidiary of J. Lindeberg AB, a Swedish company ("JL SWEDEN"), on
June 27, 2008, by the filing of the Articles of Organization of the Company with
the Office of the Secretary of State of the State of California.
B. Concurrently herewith, the Company, BR and JLUS are entering into a
Limited Liability Company Agreement (the "OPERATING AGREEMENT") to govern the
relationship between BR and JLUS and the affairs of the Company and the conduct
of its business, including its management and distribution of profits and
losses.
C. In connection with the formation of the Company, and as contemplated
by the Operating Agreement, the Parties desire to enter into this Agreement,
pursuant to which, among other transactions, (i) JLUS will contribute $20,000 in
cash and certain assets relating to the J. Lindeberg(TM) branded apparel
business operated by JLUS in the United States to the capital of the Company in
exchange for a fifty percent (50.0%) limited liability company membership
interest in the Company, and (ii) BR will contribute $20,000 in cash to the
capital of the Company in exchange for a fifty percent (50.0%) limited liability
company membership interest in the Company.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:
1. CERTAIN DEFINITIONS. Capitalized terms used herein and not defined
herein shall have the meanings given such terms in the Operating Agreement.
2. CONTRIBUTIONS BY BR. In exchange for fifty (50) Membership Units of
and a fifty percent (50%) Percentage Interest in the Company, and the other
rights and obligations set forth in the Operating Agreement, contemporaneously
with the execution of this Agreement by the Parties, BR herby contributes
$20,000 in cash as a capital contribution to the Company (the "BR
CONTRIBUTION"), which contribution shall be made by wire transfer or cashier's
check of immediately available funds.
3. CONTRIBUTIONS BY JLUS. In exchange for fifty (50) Membership Units
of and a fifty percent (50%) Percentage Interest in the Company, and the other
rights and obligations set
forth in the Operating Agreement, contemporaneously with the execution of this
Agreement by the Parties, JLUS hereby contributes, assigns, transfers,
quitclaims and delivers to the Company, as a capital contribution to the
Company, the following cash and assets (collectively, the "JLUS CONTRIBUTION"):
3.1 $20,000 in cash, which contribution shall be made by wire
transfer or cashier's check of immediately available funds (the "JLUS
CASH CONTRIBUTION");
3.2 all rights, title and interest of JLUS in and to all
existing finished goods inventory of J. Lindeberg(TM) branded apparel
owned by JLUS on the date hereof and described on SCHEDULE 3.2(A)
attached hereto (the "EXISTING INVENTORY") and all rights, title and
interest of JLUS in and to the new finished goods inventory of J.
Lindeberg branded apparel, which inventory is described on SCHEDULE
3.2(B) attached hereto (the "NEW INVENTORY" and collectively with the
Existing Inventory, the "INVENTORY");
3.3 all production, shipping and packaging supplies owned and
used by JLUS in connection with the sale and distribution of J.
Lindeberg(TM) branded apparel (the "PACKING SUPPLIES");
3.4 all open purchase orders placed by customers for J.
Lindeberg(TM) branded apparel for which products have not been shipped
as of the date hereof (the "PURCHASE ORDERS");
3.5 all accounts, notes or other receivables of JLUS arising
from the sale of J. Lindeberg(TM) branded apparel described on SCHEDULE
3.5 attached hereto (the "ACCOUNTS RECEIVABLE");
3.6 the personal property listed on SCHEDULE 3.6, and the
trade show booth for J. Lindeberg(TM) branded apparel ("PPE");
3.7 all books, records, files, manuals and other similar
materials, including, advertising materials, marketing materials,
brochures, business and marketing plans and proposals, production data,
pricing data, sales and promotional materials and records, purchasing
materials and records, files for past, existing and contemplated
projects, media materials, accounting, financial and fiscal records
(copies), sales order files, written or electronic information relating
to vendors, customer lists and customer records in any form (and all
software related to any such customer records, to the extent
transferable), whether of past or present customers or potential future
customers, of the business, advertiser lists, receipts and computer
records, standard operating procedures, correspondence, customer
relation information, and any other trade secrets, confidential or
proprietary information ("BOOKS AND RECORDS"), in each case owned by
JLUS and pertaining to the current operation of JLUS' J. Lindeberg(TM)
branded apparel wholesale business in the Territory (provided that JLUS
shall be able to retain copies of any of the foregoing and use it for
its internal purposes and as required by any applicable law or
governmental entity);
3.8 all ownership and leasehold rights in the real property
and personal property used in or comprising the retail store located at
000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the "RETAIL STORE"), including,
but not limited to: all leasehold interests, furniture, fixtures,
supplies, computer hardware, leasehold improvements and other personal
property, and
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all related warranties; all inventory of J. Lindeberg(TM) branded
apparel located at or owned by the Retail Store; and all Books and
Records pertaining to the operation of the Retail Store (the "RETAIL
STORE ASSETS"); and
3.9 all ownership and leasehold rights in the real property
and personal property used in or comprising the office and showroom
space located at 00 Xxxx 00xx Xxxxxx, Xxxxx 0X, Xxx Xxxx, XX 00000 (the
"SHOWROOM"), including, but not limited to: all leasehold interests,
furniture, fixtures, supplies, computer hardware, leasehold
improvements and other personal property, and all related warranties
(the "SHOWROOM ASSETS").
JLUS agrees to execute, acknowledge (where appropriate) and deliver
such other or further instruments of transfer or assignment as the Company may
reasonably require to confirm the foregoing, or as may be otherwise reasonably
requested by the Company to carry out the intent and purposes hereof. To the
extent that the assignment hereunder of any contract or right or asset shall
require the consent of any other party (or in the event that any of the same
shall be non-assignable), neither this Agreement nor any actions taken hereunder
shall constitute an assignment or an agreement to assign if such assignment or
attempted assignment would constitute a breach thereof or result in a loss or
diminution thereof; PROVIDED, HOWEVER, that JLUS shall cooperate with the
Company to establish a reasonable arrangement designed to provide the Company
with the benefits and burdens of any such assumed contract, right or asset,
including appointing the Company to act as its agent to perform all of its
obligations under such assumed contracts, rights or assets and to collect and
promptly remit to the Company all compensation received by JLUS pursuant to such
assumed contracts, rights or assets and to enforce, for the account and benefit
of the Company, any and all rights of JLUS against any other person arising out
of the breach or cancellation of such assumed contract, right or asset by such
other person or otherwise (any and all of which arrangements shall constitute,
as between the Parties hereto, a deemed assignment or transfer). In addition,
with respect to the assignment hereunder of any contract or right or asset which
requires the consent of any other party and such consent has not been obtained
on or before the date hereof, JLUS shall use its reasonable efforts to obtain
such consent (only to the extent the other party is willing to provide such
consent without payment by the Company or JLUS of additional consideration) as
soon as practicable after the date hereof.
4. ASSUMPTION OF LIABILITIES. In consideration of the transfer,
contribution and delivery to Company of the BR Contribution and the JLUS
Contribution, the Company hereby agrees to assume, pay, fulfill, perform or
otherwise discharge when due in accordance with their respective terms to the
extent not paid, performed, discharged or fulfilled by JLUS on or before the
date hereof (collectively, the "ASSUMED LIABILITIES"):
4.1 all liabilities and obligations relating to the operation
of, or relating to, the Retail Store and the Showroom from and after
July 1, 2008, other than those liabilities and obligations arising from
and after July 1, 2008 with respect to transactions or events that
occurred prior to such date
4.2 all obligations related to compensation and benefits
payable to JLUS' employees from and after July 1, 2008, the date on
which such Persons will become employees of the Company.
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The Parties hereby agree that with the exception of the
Assumed Liabilities and as set forth in Section 8, the Company is not
assuming any liability or obligation of whatever kind or nature
(whether known or unknown, whether asserted or unasserted, whether
absolute or contingent, whether accrued or unaccrued, whether
liquidated or unliquidated, and whether due or to become due),
including any liability for taxes, of either BR or JLUS. JLUS agrees to
discharge and pay when due, all liabilities and obligations outstanding
on the date hereof and relating to its J. Lindeberg(TM) branded
wholesale and retail apparel business (including those relating to the
Retail Store) that are not expressly assumed by the Company hereunder.
5. CAPITAL ACCOUNTS. The Company, BR and JLUS hereby agree that for
purposes of determining the opening Capital Accounts of each of JLUS and BR, the
following values shall be assigned to the BR Contribution and the JLUS
Contribution:
5.1 BR CONTRIBUTION. The BR Contribution shall be valued at
$20,000.
5.2 JLUS CONTRIBUTION. The JLUS Contribution shall be valued
as follows:
(a) For the JLUS Cash Contribution, $20,000;
(b) For the Existing Inventory, $488,700;
(c) For the New Inventory, $1,002,669;
(d) For the PPE, Retail Store Assets, Showroom Assets,
Packing Supplies, Purchase Orders and Books and
Records, $50,000; and
(e) For the Accounts Receivable, an amount equal to the
amount of cash or other consideration actually
received by the Company on or before December 31,
2008 in payment of such Accounts Receivable, after
giving effect to all returns and chargebacks with
respect thereto.
6. JLUS' REPRESENTATIONS AND WARRANTIES. JLUS represents and warrants
to the Company and BR that the statements contained in this SECTION 6 are
correct and complete as of the date of this Agreement.
6.1 AUTHORIZATION OF TRANSACTION. JLUS has full power and
authority (including full corporate power and authority) to execute and
deliver this Agreement and to perform its obligations hereunder.
Without limiting the generality of the foregoing, the Board of
Directors of JLUS has duly authorized the execution, delivery, and
performance of this Agreement by JLUS. This Agreement constitutes a
valid and legally binding obligation of JLUS, enforceable against JLUS
in accordance with its terms.
6.2 NON-CONTRAVENTION. Neither the execution and delivery of
this Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which
JLUS is subject or any provision of its certificate of incorporation,
bylaws, or other governing documents or (ii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of,
create in any
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party the right to accelerate, terminate, modify, or cancel, or require
any notice or consent under any material agreement, contract, lease,
license, instrument, or other arrangement to which JLUS is a party or
by which it is bound or to which any of its assets are subject (or
result in the imposition of any lien upon any asset acquired by the
Company hereunder). JLUS does not need to give any notice to, make any
filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order for the Parties to
consummate the transactions contemplated by this Agreement.
6.3 INVESTIGATIONS. There is no investigation, regulatory
action or lawsuit pending or, to the knowledge of the officers and
management of JLUS, threatened against JLUS and JLUS is not subject to
any outstanding order, writ, judgment, injunction or decree of any
governmental authority that, in either case, would be reasonably
likely, individually or in the aggregate, to (a) prevent or materially
delay the consummation of the transactions contemplated hereunder or
(b) otherwise prevent or materially delay performance by JLUS of any of
its obligations under this Agreement.
6.4 LEGAL COMPLIANCE. To the knowledge of any director or
officer of JLUS, JLUS has complied with all applicable laws of federal,
state, local, and foreign governments (and all agencies thereof), and
no action, suit, proceeding, hearing, investigation, charge, complaint,
claim, demand, or notice has been filed or commenced against it
alleging any failure to so comply.
6.5 TITLE TO AND SUFFICIENCY OF ASSETS. On the date hereof,
JLUS has good, valid and marketable title to the assets it is
contributing to the Company pursuant to the terms of this Agreement,
free and clear of any and all any lien, mortgage, security interest,
tax lien, attachment, levy, charge, claim, restriction, imposition,
pledge, encumbrance, conditional sale or title retention arrangement,
or any other interest in property or assets (or the income or profits
therefrom) to secure the repayment of indebtedness, whether consensual
or nonconsensual and whether arising by agreement or under any law, or
otherwise. JLUS has the right to assign all such assets to the Company
and it has not heretofore sold, assigned, or transferred to any other
person or party any of such assets.
6.6 CONDITION OF RETAIL STORE ASSETS. The Retail Store Assets
(to the extent such assets consist of fixed assets, chattels, leasehold
improvements, fixtures, furniture, furnishings, accessories and other
tangible personal and moveable property) are in good operating
condition and repair, subject to ordinary wear and tear, and are fit
for use in accordance with the past practice of JLUS. The Retail Store
Assets are adequate for the purposes for which such assets are
currently used or are held for use and, to the knowledge of JLUS, there
are no facts or conditions affecting the Retail Store Assets which
could interfere in any material respect with the use, occupancy or
operation of the Retail Store as currently used, occupied or operated.
6.7 ACCOUNTS RECEIVABLE. SCHEDULE 3.5 sets forth a list of all
accounts, notes or other receivables of JLUS arising from the sale of
J. Lindeberg(TM) branded apparel as of the Effective Date. All of the
Accounts Receivable have arisen from BONA FIDE transactions in the
ordinary course of business and are collectible in accordance with
JLUS' past practices.
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6.8 BOOKS AND RECORDS. The Books and Records, all of which
have been made available to the Company and BR, are complete and
correct and represent actual, bona fide transactions and have been
maintained in accordance with sound business practices.
6.9 INVENTORY. The Inventory consists of finished goods, all
of which is merchantable and fit for the purposes for which it was
procured or manufactured, and none of which is damaged or defective.
The value of the Existing Inventory set forth in Section 5.2(b)
reflects the net realizable value of such Existing Inventory as of the
date hereof, and such value has been determined in a manner consistent
with the inventory valuation standards and methods with respect to
inventory used by JLUS during the immediately preceding two years. The
value of the New Inventory set forth in Section 5.2(c) reflects JLUS'
actual cost to acquire such inventory (excluding costs of shipping and
customs duties).
7. BR'S REPRESENTATIONS AND WARRANTIES. BR represents and warrants to
JLUS that the statements contained in this SECTION 7 are correct and complete as
of the date of this Agreement.
7.1 AUTHORIZATION OF TRANSACTION. Each of BR and the Company
has full power and authority (including full corporate power and
authority) to execute and deliver this Agreement and to perform its
obligations hereunder. Without limiting the generality of the
foregoing, the [members] of each of BR and the Company have duly
authorized the execution, delivery, and performance of this Agreement.
This Agreement constitutes a valid and legally binding obligation of
each of BR and the Company, enforceable against each of BR and the
Company in accordance with its terms.
7.2 NON-CONTRAVENTION. Neither the execution and delivery of
this Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which
BR or the Company is subject or any provision of its certificate of
incorporation, bylaws, or other governing documents or (ii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice or consent under
any material agreement, contract, lease, license, instrument, or other
arrangement to which BR or the Company is a party or by which BR or the
Company is bound or to which any of their respective assets are
subject. Neither BR nor the Company needs to give any notice to, make
any filing with, or obtain any authorization, consent, or approval of
any government or governmental agency in order for the Parties to
consummate the transactions contemplated by this Agreement.
7.3 INVESTIGATIONS. There is no investigation, regulatory
action or lawsuit pending or, to the knowledge of the officers and
management of BR or the Company, threatened against BR or the Company
and neither BR nor the Company is subject to any outstanding order,
writ, judgment, injunction or decree of any governmental authority
that, in either case, would be reasonably likely, individually or in
the aggregate, to (a) prevent or materially delay the consummation of
the transactions contemplated hereunder or (b) otherwise prevent or
materially delay performance by BR or the Company of any of their
respective obligations under this Agreement.
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7.4 LEGAL COMPLIANCE. To the knowledge of any director or
officer of BR or the Company, each of BR and the Company has complied
with all applicable laws of federal, state, local, and foreign
governments (and all agencies thereof), and no action, suit,
proceeding, hearing, investigation, charge, complaint, claim, demand,
or notice has been filed or commenced against it alleging any failure
to so comply.
8. OTHER AGREEMENTS.
8.1 COSTS AND EXPENSES. The Parties covenant and agree that
the Company shall assume and be liable for, or at the written request
of JLUS promptly pay to JLUS, the termination fees, penalties, costs,
expenses and charges actually incurred by JLUS and related to the
termination of the [CIT AGREEMENT] in an amount not to exceed $30,000.
8.2 DEPOSITS. The Parties agree that any and all security and
other deposits relating to the Retail Store and the Showroom shall be
paid to JLUS as soon as practically possible following the receipt by
the Company or BR of such deposits.
8.3 INVENTORY AND SAMPLES.
(a) With respect to the New Inventory (Collection 86 (AW
2008)), the Company shall reimburse and pay, and BR
agrees to cause the Company to reimburse and pay,
JLUS for its actual costs and expenses for shipping
and customs duties ("IMPORT COSTS"). Import Costs for
the New Inventory incurred prior to August 10, 2008
shall be paid to JLUS on August 10, 2008. Import
Costs for the New Inventory incurred after August 10,
2008 shall be paid to JLUS on September 10, 2008 (as
JLUS may delay such date). JLUS currently expects
that the Import Costs for the New Inventory will be
approximately $300,000 and agrees to provide to the
Company a statement setting forth the amount payable
on each such date.
(b) With respect to Collection 87 (Pre-SS 2009), the
Company shall purchase, and BR agrees to cause the
Company to purchase, from JLUS the goods and
inventory set forth in SCHEDULE 8.3(B) (the
"COLLECTION 87 GOODS"). The purchase price for the
Collection 87 Goods shall be the FOB cost of such
Collection paid to the factory, without xxxx-up by
JLUS or any of its Affiliates, not to exceed
$256,146, and shall be paid by the Company to JLUS on
or before October 31, 2008. The Company shall
reimburse and pay, and BR agrees to cause the Company
to reimburse and pay, JLUS for its Import Costs for
the Collection 87 Goods. Import Costs for the
Collection 87 Goods incurred prior to October 31,
2008 shall be paid to JLUS on October 31, 2008.
Import Costs for the Collection 87 Goods incurred
after October 31, 2008 shall be paid to JLUS on
December 10, 2008 (as JLUS may delay such date). JLUS
agrees to provide to the Company a statement setting
forth the amount payable on each such date.
(c) With respect to Collection 92 Samples, the Company
shall purchase, and BR agrees to cause the Company to
purchase, from JLUS the samples set forth in SCHEDULE
8.3(C) (the "SAMPLES"). The purchase price for the
Samples shall be $205,400 and shall be paid to JLUS
on or before August 10, 2008.
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9. MISCELLANEOUS.
9.1 ENTIRE AGREEMENT; AMENDMENT. This Agreement, together with
the exhibits and schedules attached hereto, represents the entire
agreement among all the parties hereto concerning the subject matter
hereof and supersedes all prior understandings, agreements, and
representations by or among BR and JLUS and their respective
Affiliates, written or oral, to the extent they relate in any way to
the subject matter hereof, including the Term Sheet, dated June 10,
2008, between People's Liberation and JL Sweden. This Agreement may
only be amended by a writing signed by all of the parties hereto.
9.2 GOVERNING LAW. This Agreement, the application and
interpretation hereof shall be governed exclusively by its terms and
the laws of the State of California without regard to its conflict of
laws provisions.
9.3 CONSENT TO JURISDICTION AND VENUE. Any action, suit or
proceeding in connection with this Agreement must be brought against
any Party in a court of record of the State of California, County of
Los Angeles, or of the United States District Court for the Central
District of California or in any state or federal court in the State of
California, County of Los Angeles, each Party hereby consenting and
submitting to the exclusive jurisdiction thereof; and to the fullest
extent permitted by law, service of process may be made upon any Party,
by certified or registered mail, at the address to be used for the
giving of notice to such Party under SECTION 9.10. Nothing herein shall
affect the right of any Party to serve process in any manner permitted
by applicable law. In any action, suit or proceeding in connection with
this Agreement, each Party hereby waives any claim that Los Angeles
County or the Central District of California or the State of California
is an inconvenient forum.
9.4 CONSTRUCTION. This Agreement and any documents or
instruments delivered pursuant hereto shall be construed without regard
to the identity of the Person who drafted the various provisions of the
same. Further, each Party has been or has declined to be represented by
legal counsel in connection with the drafting and negotiation of this
Agreement and the other agreements referred to herein. Consequently,
each Party acknowledges and agrees that any rule of construction that a
document is to be construed against the drafting party shall not be
applicable either to this Agreement or such other documents and
instruments.
9.5 HEADINGS. The headings in this Agreement are inserted for
convenience only and are in no way intended to describe, interpret,
define, or limit the scope, extent or intent of the Agreement or any
provision hereof.
9.6 WAIVERS. The failure of any party to seek redress for
violation of or to insist upon the strict performance of any covenant
or condition of this Agreement shall not prevent a subsequent act,
which would have originally constituted a violation, from having the
effect of an original violation.
9.7 COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same instrument. Any signature page
of any such counterpart, or any electronic facsimile thereof, may be
attached or appended to any other counterpart to complete a fully
executed counterpart of this Agreement, and any telecopy or other
facsimile transmission of any signature shall be deemed an original and
shall bind such party.
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9.8 FURTHER ASSURANCES. The Parties each agree to cooperate,
and to execute and deliver in a timely fashion any and all additional
documents necessary to effectuate the purposes of this Agreement.
9.9 NOTICES. All notices, consents, requests and other
communications hereunder shall be in writing and shall be sent by hand
delivery, by certified or registered mail (return-receipt requested) or
by a recognized national overnight courier service to the addresses set
forth on EXHIBIT A to the Operating Agreement. Notices delivered
pursuant to this Section shall be deemed given: at the time delivered,
if personally delivered; three (3) business days after being deposited
in the mail, if mailed; and one (1) business day after timely delivery
to the courier, if by overnight courier service. Any party may change
the address to which notice is to be sent by written notice to the
Manager and the other members of the Company in accordance with SECTION
16.13 of the Operating Agreement.
9.10 INTERPRETATION. Whenever the singular form is used in
this Agreement, and when required by the context, the same shall
include the plural and vice versa, and the masculine gender shall
include the feminine and neuter genders and vice versa. The words
"herein" "hereof" and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular Article,
Section or other subdivision. The words "including" and "include" and
other words of similar import shall be deemed to be followed by the
phrase "without LIMITATION."
9.11 INDEMNITY. JLUS, on the one hand, and BR and the Company,
on the other hand, shall at all times defend, indemnify and hold
harmless the other from and against any and all claims, damages,
liabilities, debts, demands, actions, costs and expenses, including
legal expenses and reasonable counsel fees ("DAMAGES"), arising out of
or related to any breach by such party of, and/or any inconsistency
with, any warranty, representation, covenant or agreement made by such
party in this Agreement (a "BREACH"). The indemnified party shall give
the indemnitor written notice within a reasonable time of any claim as
to which the indemnitee believes it may be entitled to indemnification
hereunder, which notice shall set forth in reasonable detail the nature
of the alleged Breach and the alleged Damages. JLUS' and BR's
respective representations and warranties and indemnification
obligations related thereto shall survive for a period of twelve (12)
months following the date hereof. The maximum aggregate amount of
Damages either Party shall be obligated to pay to the other Party
hereunder for breaches of representations and warranties shall be
$1,000,000. This section sets forth the sole and exclusive remedies of
JLUS against BR, on the one hand, and of BR agains JLUS, on the other
hand, with respect to any and all breaches of representations and
warranties. In no event shall any Party be liable to any other Party
for indirect, consequential, punitive or special damages.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, each of the parties hereto has executed or has
caused this Agreement to be executed by its duly authorized representative to be
effective as of the Effective Date.
J. LINDEBERG USA, LLC,
a California limited liability company
By: /s/ Xxxxx Xxxx
------------------------------------------
Name: Xxxxx Xxxx
Title: Manager
XXXXX XXXX, LLC,
a California limited liability company
By: /s/ Xxxxx Xxxx
------------------------------------------
Name: Xxxxx Xxxx
Title: President
J. LINDEBERG USA CORP.
a New York corporation
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: President
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