EXHIBIT 2.4
INVENTORY PURCHASE AGREEMENT
Agreement entered into this 12th day of March, 1999, by and between Supreme
International Corporation, a Florida corporation with its principal place of
business at 0000 X.X. 000xx Xxxxxx, Xxxxx, Xxxxxxx 00000 ("Supreme"), and
Xxxxxxxx-Van Heusen Corporation, a Delaware corporation with its principal place
of business at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Van
Heusen")
WHEREAS, the United States Bankruptcy Court of the Southern District of
New York has granted Supreme the right to purchase certain assets including
trademarks and inventory of Xxxxxx Corporation;
WHEREAS, Van Heusen wishes to license certain of the trademarks and to
purchase the inventory;
NOW THEREFORE, the parties hereto, in consideration of the mutual
agreements herein contained and promises herein expressed, and for other good
consideration acknowledged by each of them to be satisfactory and adequate, do
hereby agree as follows:
1. Van Heusen represents that it has received and reviewed the Purchase and
Sale Agreement among Xxxxxx Corporation, Frost Bros. Enterprises, Inc.,
Maquiladora Sur, S.A. de C.V. and Supreme International Corporation, ("the
Agreement").
2. All defined terms used herein shall be used as defined in the Agreement.
3. Concurrently with Supreme's purchase of the Inventory, Van Heusen agrees to
purchase the Inventory from Supreme on the same terms and conditions
pursuant to which Supreme is required to purchase the Inventory in the
Agreement.
4. Van Heusen agrees to conduct all due diligence on the value of the Inventory
including participation in the Count and participation in the acceptance of,
or objection to, the Closing Date Statement.
5. Van Heusen agrees to be bound by all the terms and conditions of the
Agreement which relate to the purchase of the Inventory as if Van Heusen
were a party to the Agreement.
6. The parties will each file, to the extent required by Law, a Notification
and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of
1976, as amended, with the Federal Trade Commission and the Antitrust
Division of the Department of
Justice. Approval by such agencies of the transactions contemplated hereby
will be necessary to consummate such transactions.
7. The Royalties set forth in the two trademark license agreements between
Supreme and Van Heusen of even date herewith (the "License Agreements")
shall be due and payable on the sale of the Inventory by Van Heusen at
retail and wholesale in accordance with the terms of the License Agreements.
8. This Agreement shall be binding upon, and inure to the benefit of, all the
Parties and their respective successors, legal representatives and assigns.
Nothing herein shall create or be deemed to create any third party
beneficiary rights in any person or entity not a party hereto. No assignment
of this Agreement or of any rights or obligations hereunder may be made by
any party (by operation of law or otherwise) without the prior written
consent of the other party, and any attempted assignment without the
required consents shall be void.
9. Each of the parties hereto acknowledges that the other will have no adequate
remedy at law if it fails to perform any of its obligations under this
Agreement. In such event, the performing party shall have the right, in
addition to any other rights it may have, to specific performance of this
Agreement.
10. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument. Each counterpart may consist of a number of copies hereof
each signed by less than all, but together signed by all, of the Parties. In
pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one such counterpart.
11. The failure of any Party at any time or times to enforce or require
performance of any provision hereof shall in no way operate as a waiver of
affect the right of such Party at a later time to enforce the same. No
waiver by any Party of any condition or the breach of any term, covenant,
representation or warranty contained in this Agreement, in any one or more
instances, shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach, or a waiver of any other condition
or of any term, covenant, representation or warranty contained in this
Agreement. Any agreement on the party of a Party hereto to a waiver shall be
valid only if set forth in an instrument in writing signed by such Party.
11. If any provision of this Agreement shall hereafter be held to be invalid or
unenforceable for any reason, that provision shall be reformed to the
maximum extent permitted to preserve the Parties' original intent, failing
which, it shall be severed from this Agreement with the balance of this
Agreement continuing in full force and effect. Such occurrence shall not
have the effect of rendering the provision in question invalid in any other
jurisdiction or in any other case or circumstances, or of rendering invalid
any other provisions contained herein to the extent that such other
provisions are not themselves actually in conflict with any applicable law.
12. This Agreement shall be deemed to have been made, entered into, and finally
executed and delivered in the State of Florida and all rights and duties of
the parties hereto shall be governed, controlled, interpreted and defined by
and under the laws of the State of Florida except the rules governing choice
of law.
13. Each of the Parties represents and warrants to the other that, except for
Xxxxxx'x retention of Xxxxxx Del Genio Xxxxx & Co., LLC, the fees and
expenses of which
shall be paid by Xxxxxx, no broker or finder has acted on its behalf in
connection with the transactions contemplated by this Agreement. Each of the
Parties agrees to indemnify, defend and hold the other party harmless
against any claim or demand for any commission, compensation or other
payment by any other broker, finder or similar agent claiming to have been
or that was in fact employed by or on behalf of it.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above
written.
XXXXXXXX-VAN HEUSEN CORPORATION
By: /S/ XXXXXX X. HOOTKEN
Name: XXXXXX X. HOOTKEN
Title: VICE PRESIDENT
SUPREME INTERNATIONAL CORPORATION
By: /S/ XXXXXX XXXXXXXXXXX
Name: XXXXXX XXXXXXXXXXX
Title: CHAIRMAN
