Exhibit 10.1
PARTNERSHIP INTEREST PURCHASE AGREEMENT
PARTNERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as
of March 23, 1999, by and between NI REPROMA INC. ("MP") and XXXXXXXXX 00XX
XXXXXX ASSOCIATES ("NP"), collectively, as seller ("Seller") and STEINWAY, INC.,
as buyer("Buyer").
W I T N E S S E T H :
WHEREAS, Seller is the owner of a 49.6505% partnership interest in 000
XXXX 00XX XXXXXX ASSOCIATES, L.P., a New York limited partnership (the
"Partnership"); and,
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to
purchase from Seller, Seller's interest in the Partnership, consisting of MP's
0.2495% interest as a general partner in the Partnership (the "Seller GP
Interest") and NP's 49.401% interest as a limited partner in the Partnership
(the "Seller LP Interest", and, together with the Seller GP Interest, the
"Interest"), on the terms and conditions set forth
below;
NOW, THEREFORE, the parties do hereby agree as follows:
1. PURCHASE, SALE AND ASSIGNMENT OF INTEREST. At the Closing (as
defined below) and subject to the terms and conditions set forth below, Seller
will sell, convey, transfer and assign, and Buyer will purchase and acquire, all
of Seller's right, title and interest in and to the Interest, free and clear of
any and all liens, claims, equities, encumbrances, security interests,
limitations and restrictions of any nature whatsoever (collectively, "Liens").
2. CONSIDERATION FOR INTEREST. The full consideration for the
Interest shall be the sum of Twenty-Nine Million Three Hundred Twenty-Seven
Thousand Six Hundred Twenty-Five ($29,327,625) Dollars (the "Purchase Price"),
payable as follows:
a. The sum of Two Million Nine Hundred Thirty-Three Thousand
($2,933,000) Dollars (the "Downpayment"), payable simultaneously with the
execution of this Agreement, to the order of Proskauer Rose LLP, as escrow agent
(the "Escrow Agent"), which Downpayment shall be held by Escrow Agent and
disbursed as provided in that certain Escrow Agreement of even date herewith by
and among Escrow Agent, Seller, Buyer and the Partnership.
b. The balance of the Purchase Price, in the
amount of Twenty-Six Million Three Hundred Ninety-Four Thousand Six Hundred
Twenty-Five ($26,394,625) Dollars, payable at the Closing to the order of
Seller.
c. Any amounts payable hereunder shall be paid by wire transfer
of immediately available federal funds to the account or accounts designated by
the applicable parties.
3. CLOSING. The closing of the transactions contemplated herein
(the "Closing") shall take place at the offices of Proskauer Rose LLP, located
at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on such date as may be
mutually agreed upon by the parties, provided, however, that in no event shall
the Closing occur later than March 30, 1999, time being of the essence with
respect to such outside date, provided that Seller shall receive confirmation of
the receipt of the Purchase Price, evidenced by a federal wire confirmation
number, by 12:00 noon on March 30, 1999. For purposes of this Agreement, the
term "Closing Date" shall mean the date on which the Closing shall actually
occur.
4. REPRESENTATIONS AND WARRANTIES.
a. BY MP. MP hereby represents and warrants to Buyer that:
i. ORGANIZATION OF MP. MP is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. MP has full corporate power to execute and deliver, and to perform
its obligations under, this Agreement and any agreement, instrument, certificate
or other document necessary to effectuate the transactions contemplated hereby
and such execution, delivery and performance has been duly authorized by all
requisite corporate action by or on behalf of MP.
ii. TITLE; CONSENTS. MP owns the Seller GP Interest free
and clear of any and all Liens, and has obtained all necessary consents to enter
into, and be bound by, this Agreement and any other agreement, instrument,
certificate or other document necessary to effectuate the transactions
contemplated hereby. MP has the full right, power and authority to enter into,
and be bound by, this Agreement and any other agreement, instrument, certificate
or other document necessary to effectuate the transactions contemplated hereby.
iii. ENFORCEABILITY. This Agreement has been, and at the
Closing each of this Agreement and any other agreement, instrument, certificate
or other document contemplated hereby will be, duly executed and delivered by MP
and either
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constitutes or will constitute, as the case may be, the legal, valid and binding
obligation of MP, enforceable in accordance with the terms hereof or thereof, as
the case may be, subject to applicable bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium and similar laws or by other laws affecting
creditors' rights generally.
iv. NO CONFLICTS. The execution, delivery and performance
of MP's obligations under this Agreement and any other agreement, instrument,
certificate or other document necessary to effectuate the transactions
contemplated hereby: (1) do not, and will not at the Closing, violate or
conflict with the Certificate of Incorporation, bylaws or other governing
documents of MP; and (2) do not, and will not at the Closing (with or without
the giving of notice, the passage of time, or both): (a) conflict with, result
in the breach of, constitute a default under, require any consent, approval or
waiver which has not been (or will not at Closing be) received under, or give
rise to a right to accelerate any obligation under, or give rise to a right of
termination under, any agreement or instrument to which MP is a party, by which
it is bound or to which any of its assets or properties is subject; (b) conflict
with, violate or require any consent, approval, waiver, order, authorization,
registration, declaration or filing pursuant to any law, ordinance, injunction,
judgment, order, decree, permit, concession, grant, franchise, license, or other
provision of law or any other governmental requirement or authorization
applicable to MP; or (c) result in any Lien on any asset or property of MP.
b. BY NP. NP hereby represents and warrants to Buyer that:
i. ORGANIZATION OF NP. NP is a general partnership duly
formed, validly existing and in good standing under the laws of the State of New
York. NP has full partnership power to execute and deliver, and to perform its
obligations under, this Agreement and any agreement, instrument, certificate or
other document necessary to effectuate the transactions contemplated hereby and
such execution, delivery and performance has been duly authorized by all
requisite partnership action by or on behalf of NP.
ii. TITLE; CONSENTS. NP owns the Seller LP Interest free
and clear of any and all Liens, and has obtained all necessary consents to enter
into, and be bound by, this Agreement and any other agreement, instrument,
certificate or other document necessary to effectuate the transactions
contemplated hereby. NP has the full right, power and authority to enter into,
and be bound by, this Agreement and any other agreement, instrument, certificate
or other document necessary to
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effectuate the transactions contemplated hereby.
iii. ENFORCEABILITY. This Agreement has been, and at the
Closing each of this Agreement and any other agreement, instrument, certificate
or other document contemplated hereby will be, duly executed and delivered by NP
and either constitutes or will constitute, as the case may be, the legal, valid
and binding obligation of NP, enforceable in accordance with the terms hereof or
thereof, as the case may be, subject to applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and similar laws or by other
laws affecting creditors' rights generally.
iv. NO CONFLICTS. The execution, delivery and performance
of NP's obligations under this Agreement and any other agreement, instrument,
certificate or other document necessary to effectuate the transactions
contemplated hereby: (1) do not, and will not at the Closing, violate or
conflict with the Business Certificate for Partners, partnership agreement or
other governing documents of NP; and (2) do not, and will not at the Closing
(with or without the giving of notice, the passage of time, or both): (a)
conflict with, result in the breach of, constitute a default under, require any
consent, approval or waiver which has not been (or will not at Closing be)
received under, or give rise to a right to accelerate any obligation under, or
give rise to a right of termination under, any agreement or instrument to which
NP is a party, by which it is bound or to which any of its assets or properties
is subject; (b) conflict with, violate or require any consent, approval, waiver,
order, authorization, registration, declaration or filing pursuant to any law,
ordinance, injunction, judgment, order, decree, permit, concession, grant,
franchise, license, or other provision of law or any other governmental
requirement or authorization applicable to NP; or (c) result in any Lien on any
asset or property of NP.
c. BY BUYER. Buyer represents and warrants to Seller that:
i. ORGANIZATION OF BUYER. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Buyer has full corporate power to execute and deliver, and to perform
its obligations under, this Agreement and any agreement, instrument, certificate
or other document necessary to effectuate the transactions contemplated hereby,
and such execution, delivery and performance has been duly authorized by all
requisite corporate action by or on behalf of Buyer.
ii. AUTHORITY. Buyer has the full right, power and
authority to enter into, and be bound by, this
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Agreement and any other agreement, instrument, certificate or other document
necessary to effectuate the transactions contemplated hereby.
iii. ENFORCEABILITY. This Agreement has been, and at the
Closing each of this Agreement and any other agreement, instrument, certificate
and other document contemplated hereby will be, duly executed and delivered by
Buyer and either constitutes or will constitute, as the case may be, the legal,
valid and binding obligation of Buyer, enforceable in accordance with the terms
hereof or thereof, as the case may be, subject to applicable bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium and similar laws or
by other laws affecting creditors' rights generally.
iv. NO CONFLICTS. The execution, delivery and performance
of Buyer's obligations under this Agreement and any other agreement, instrument,
certificate or other document necessary to effectuate the transactions
contemplated hereby: (1) do not, and will not at the Closing, violate or
conflict with the Certificate of Incorporation, bylaws or other governing
documents of Buyer; and (2) do not, and will not at the Closing (with or without
the giving of notice, the passage of time, or both): (a) conflict with, result
in the breach of, constitute a default under, require any consent, approval or
waiver which has not been (or will not at Closing be) received under, or give
rise to a right to accelerate any obligation under, or give rise to a right of
termination under, any agreement or instrument to which Buyer is a party, by
which it is bound or to which any of its assets or properties is subject; or (b)
conflict with, violate or require any consent, approval, waiver, order,
authorization, registration, declaration or filing pursuant to any law,
ordinance, injunction, judgment, order, decree, permit, concession, grant,
franchise, license, or other provision of law or any other governmental
requirement or authorization applicable to Buyer.
5. CONDITIONS PRECEDENT.
a. In addition to any other conditions expressly provided in
this Agreement, the duties and obligations of Buyer hereunder are subject to (i)
the simultaneous consummation of the closing contemplated by that certain
Redemption and Lease Agreement of even date herewith between the Partnership and
Buyer (the "Redemption and Lease Agreement"), and (ii) Buyer receiving a waiver
of the mortgage recording tax due in connection with the financing to be
obtained by Buyer in connection with the transactions contemplated by this
Agreement and the Redemption and Lease Agreement from the New York City
Industrial Development Agency. If either of the above conditions precedent
shall not be
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satisfied, Buyer may terminate this Agreement on written notice to Seller, in
which event the provisions of Section 7.c. shall apply.
b. In addition to any other conditions expressly provided in
this Agreement, the duties and obligations of Seller hereunder are subject to
the performance of all obligations under a certain side letter by and among NP,
MP and NI Manhattan 57th, Inc. (collectively, the "Nissho Entities") and the
Partnership, dated as of the date hereof (the "Letter Agreement"), a copy of
which is annexed EXHIBIT A hereto, other than those obligations of the Nissho
Entities thereunder. In the event that such obligations are not timely
performed under the Letter Agreement, Seller may (i) waive such condition
precedent and close as contemplated herein, or (ii) terminate this Agreement on
written notice to Buyer, in which event the provisions of Section 7.c. shall
apply.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
a. BY MP. At the Closing, MP shall execute and deliver, or
cause to be executed and delivered on its behalf, to Buyer:
i. an assignment and assumption in the form annexed as
EXHIBIT B hereto, conveying to Buyer all of MP's right, title and interest in
and to the Seller GP Interest;
ii. a certificate, signed by an officer of MP and dated as
of the Closing Date, stating that the representations and warranties contained
in Section 4.a. of this Agreement are true and correct as of the Closing Date
with the same effect as if they were made at the Closing;
iii. a FIRPTA certification in the form annexed as EXHIBIT C
hereto, verified as true and sworn to under penalties of perjury by a officer of
MP; and,
iv. any transfer tax returns, affidavits and other
documents required in accordance with Paragraph 31 of the New York State Tax
Law, the New York City Real Property Transfer Tax imposed by the Title II of
Chapter 46 of the Administrative Code of the City of New York and any other tax
payable by reason of conveyance of an interest such as the Interest
(hereinafter, collectively, the "Conveyance Tax Returns").
b. BY NP. At the Closing, NP shall execute and deliver, or
cause to be executed and delivered on its behalf, to Buyer:
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i. an assignment and assumption in the form annexed as
EXHIBIT B hereto, conveying to Buyer all of NP's right, title and interest in
and to the Seller LP Interest;
ii. a certificate signed by an officer of NP's general
partner, dated as of the Closing Date, stating that the representations and
warranties contained in Section 4.b. of this Agreement are true and correct as
of the Closing Date with the same effect as if they were made at the Closing;
iii. a FIRPTA certification in the form annexed as EXHIBIT C
hereto, verified as true and sworn to under penalties of perjury by a officer of
NP; and,
iv. the Conveyance Tax Returns.
c. BY BUYER. At the Closing, Buyer shall execute and deliver,
or cause to be executed and delivered on its behalf, to Seller:
i. an assignment and assumption in the form annexed as
EXHIBIT B hereto by Buyer of all of (x) the obligations of a general partner of
the Partnership (with respect to the Seller GP Interest), and (y) the
obligations of a limited partner of the Partnership (with respect to the Seller
LP Interest), in each case as provided in that certain Second Amended and
Restated Agreement of Limited Partnership of the Partnership, dated as of June
15, 1990, as amended by that certain Amendment to the Second Amended and
Restated Agreement of Limited Partnership of the Partnership, dated as of
January 1, 1994 and that certain Second Amendment to the Second Amended and
Restated Agreement of Limited Partnership of the Partnership, dated as of
October, 1998 (as the same may be further modified, amended or restated from
time to time, the "Partnership Agreement"), and otherwise;
ii. a certificate signed by an officer of Buyer, dated as
of the Closing Date, stating that the representations and warranties contained
in Section 4.c. of this Agreement are true and correct as of the Closing Date
with the same effect as if they were made at the Closing;
iii. the Conveyance Tax Returns; and,
iv. certified resolutions of the Board of Directors of
Buyer in a form reasonably satisfactory to counsel for Seller, authorizing
Buyer's execution, delivery and performance of the transactions contemplated
herein and all other actions to be taken by Borrower hereunder.
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d. OTHER. The delivery of the documents required in
paragraph c above and acceptance of transfer of title to the Interest by Buyer
shall be deemed to be full performance and discharge of any and all obligations
on the part of Seller to be performed pursuant to the provisions of this
Agreement, except where such agreements and obligations are specifically stated
to survive the Closing. Notwithstanding the foregoing, Seller acknowledges that
the representations and warranties contained in Sections 4.a. and 4.b. above
shall run for the benefit of Buyer's successors and assigns with respect to the
ownership of the Interest, including, without limitation, the Partnership (upon
the redemption of the Interest as provided in the Redemption and Lease
Agreement), and shall survive the Closing.
7. DEFAULT; TERMINATION.
a. BUYER'S DEFAULT. If Buyer shall fail or refuse to perform
Buyer's obligations in accordance with this Agreement, then the parties hereto
agree that Seller's sole remedy shall be to cause Escrow Agent to deliver to
Seller and the Partnership the Downpayment, together with any interest thereon,
in the manner provided in the Escrow Agreement, which may be retained by Seller
and the Partnership as liquidated damages, whereupon this Agreement shall
terminate and neither party to this Agreement shall have any further rights or
obligations hereunder (other than any such rights or obligations that are
expressly stated in this Agreement to survive the termination thereof). The
provisions herein contained for liquidated and agreed-upon damages are bona fide
provisions for such and are not a penalty, the parties agreeing that by reason
of Seller binding itself to the sale of the Interest and by reason of the
withdrawal of the Interest from sale at a time when other parties would be
interested in acquiring the Interest, that Seller will have sustained damages if
Buyer defaults, which damages will be substantial but will not be capable of
determination with mathematical precision, and therefore, as aforesaid, this
provision for liquidated and agreed-upon damages has been incorporated in this
Agreement as a provision beneficial to both parties. The parties acknowledge
and agree that a default by Buyer under the Redemption and Lease Agreement shall
be deemed to be a default by Buyer hereunder.
b. SELLER'S DEFAULT. If the conveyance of the Interest to
Buyer in accordance with the terms of this Agreement shall fail to occur due to
a default by Seller in the performance of Seller's obligations hereunder or a
default by the Nissho Entities under the Letter Agreement, then Buyer, as
Buyer's sole remedy, may elect to either (i) terminate this Agreement in which
event (a) Seller shall cause Escrow Agent to return the Downpayment, together
with interest, if any, which has accrued
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thereon, to Buyer, and (b) neither party shall have any further rights or
obligations hereunder (other than any such rights or obligations that are
expressly stated herein to survive the termination hereof), or (ii) bring an
action to seek specific performance of Seller's obligations hereunder without
any abatement of the Purchase Price or allowance of any kind and in which
proceeding no monetary claim is made, or monetary judgment or other relief is
sought or obtained against Seller.
c. TERMINATION. In the event that either party shall terminate
this Agreement due to the failure of a condition precedent described in Section
5.a. or Section 5.b. above (other than any such failure arising from a default
by Buyer under the Redemption and Lease Agreement), (a) Seller shall cause
Escrow Agent to return the Downpayment, together with interest, if any, which
has accrued thereon, to Buyer, and (b) neither party shall have any further
rights or obligations hereunder (other than any such rights or obligations that
are expressly stated herein to survive the termination hereof).
8. BROKERS.
a. Buyer represents and warrants to Seller that Buyer dealt
with no broker, finder or salesperson in connection with this Agreement, other
than Insignia/Xxxxxx X. Xxxxxx Co., Inc. (the "Partnership Broker") and Xxxxxxx
and Wakefield Inc. (the "Buyer Broker", and together with the Partnership
Broker, the "Broker"). Buyer shall indemnify Seller, and hold Seller harmless,
from and against, any and all losses, damages, liabilities, costs and expenses
(including without limitation, reasonable attorneys' fees and disbursements)
incurred by Seller to the extent arising out of a claim for commission or other
compensation made by a broker, finder or salesperson with whom Buyer dealt in
connection herewith, including, without limitation, the Buyer Broker, but
excluding the Partnership Broker (other than any claim by the Partnership Broker
relating to Buyer's failure to pay the $250,000 described in Section 8.c.
below).
b. Seller represents and warrants to Buyer that Seller dealt
with no broker, finder or salesperson in connection with this Agreement other
than Broker. Seller shall indemnify Buyer, and hold Buyer harmless, from and
against, any and all losses, damages, liabilities, costs and expenses
(including, without limitation, reasonable attorneys' fees and disbursements)
incurred by Buyer to the extent arising out of a claim for commission or other
compensation made by a broker, finder or salesperson with whom Seller dealt in
connection herewith, including, without limitation, the Partnership Broker
(other than any claim by the Partnership Broker relating to Buyer's failure
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to pay the $250,000 described in Section 8.c. below), but excluding the Buyer
Broker.
c. Buyer shall pay (i) any commission due to the Buyer Broker
pursuant to a separate written agreement between Buyer and the Buyer Broker, and
(ii) Two Hundred Fifty Thousand ($250,000) Dollars towards the commission due to
the Partnership Broker, pursuant to and as provided in the Redemption and Lease
Agreement. The Partnership shall pay any commission due to the Partnership
Broker in excess of the Two Hundred Fifty Thousand ($250,000) Dollars paid by
Buyer as provided above pursuant to a separate written agreement between the
Partnership and the Partnership Broker, as required by the Redemption and Lease
Agreement.
d. The provisions of this Article 8 shall survive the Closing
and/or the termination of this Agreement.
9. MISCELLANEOUS.
a. FURTHER ASSURANCES. Each of the parties shall cooperate and
take such actions, and execute such other documents as the other parties or any
one of them may reasonably request in order to carry out the transactions
contemplated by this Agreement.
b. NO PARTNERSHIP, ETC. The execution of this Agreement is not
intended to be, nor shall it be construed to be, the formation of a partnership
or joint venture between the parties to this Agreement or their respective
affiliates.
c. NOTICE. All notices, demands, requests, consents,
approvals, reports or other communications required or permitted to be given
pursuant to this Agreement shall be in writing and shall be deemed given: (i)
when delivered by hand (including, without limitation, delivery by any private
or public courier service); (ii) when delivered by first class, certified mail,
return receipt requested, postage prepaid (or when delivery is attempted, if
such delivery is refused by recipient); or (iii) when sent by tested telex,
telecopier or other facsimile reproduction equipment, to the following addresses
(or such other address as the recipient party may hereafter specify in the same
manner):
If to Buyer, to it at:
Steinway Musical Instruments, Inc.
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
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Fax: (000) 000-0000
with a copy to:
Milbank, Tweed, Xxxxxx & XxXxxx LLP
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
If to Seller, to it at:
x/x Xxxxxx Xxxx American Corporation
0000 Xxxxxx xx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Shigemitsu Hozumi
Fax: (000) 000-0000
with a copy to:
Xxxxxxxxx Xxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
Fax: (000) 000-0000
and with a copy to the Partnership at:
c/o Wexford Management LLC
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Fax: (000) 000-0000
If to Escrow Agent, to it at:
Proskauer Rose LLP
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Fax: (000) 000-0000
d. ENTIRE AGREEMENT. This Agreement, the Exhibits annexed
hereto and the Escrow Agreement described herein contain the entire agreement
and understanding of the parties with respect to the subject matter hereof, and
all prior negotiations, proposals and agreements (whether written or oral)
between them (or their respective affiliates) relating to the subject matter
hereof have been superseded and are merged in this
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Agreement.
e. ASSIGNMENT. This Agreement is binding upon and shall inure
to the benefit of the parties and their respective successors and permitted
assigns. Notwithstanding the foregoing, Buyer shall not assign its rights under
this Agreement without (x) obtaining Seller's prior written consent thereto,
which consent may be granted or denied by Seller in Seller's sole and absolute
discretion, (y) obtaining the Partnership's prior written consent to the
simultaneous assignment of the Redemption and Lease Agreement as provided
therein, and (z) assigning the Redemption and Lease Agreement to the same
assignee simultaneously with the assignment of this Agreement; provided,
however, that Buyer may simultaneously assign this Agreement and the Redemption
and Lease Agreement to an affiliate of Buyer on prior written notice to, but
without the consent of, Seller and the Partnership. Notwithstanding the
foregoing, with respect to any assignment of this Agreement permitted hereunder,
no such assignment shall relieve the Buyer of its obligations hereunder and,
subsequent to any such assignment, Buyer's liability hereunder shall continue
notwithstanding any subsequent modification or amendment hereof or the release
of any assignee hereunder from any liability, to all of which Buyer hereby
consents in advance.
f. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, such term, provision, covenant or restriction
shall be void or unenforceable only to the extent specifically set forth in any
such holding, and the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated. In the event that any such term,
provision, covenant or restriction is so held to be invalid, void or
unenforceable, the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction.
g. WAIVERS, ETC. No failure or delay on the part of any party
hereto in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. No modification or waiver of any provision of this Agreement
nor consent to any departure by any party therefrom shall in any event be
effective unless the same shall be in writing, and then such waiver or consent
shall
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be effective only in the specific instance and for the purpose for which given.
h. GOVERNING LAW. This Agreement shall be construed and
interpreted according to the laws of the State of New York, without reference to
such state's principles governing conflicts of laws.
i. HEADINGS. The headings used herein are for convenience of
reference only, are not part of this Agreement and are not intended to affect
the construction, or to be taken into account in the interpretation, of this
Agreement.
j. COUNTERPARTS; EFFECT. This Agreement may be signed in any
number of counterparts with the same effect as if the signatures were all upon
the same instrument.
[END OF TEXT]
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[EXECUTION PAGE]
IN WITNESS WHEREOF, the parties hereto have executed, or caused this
Agreement to be executed on their behalf, on the day first above written.
SELLER:
NI REPROMA INC.
By: /s/ S. Hozumi
-----------------------------
Name: S. Hozumi
Title: Vice President
XXXXXXXXX 00XX XXXXXX ASSOCIATES
By: NI REPROMA INC., its Managing
General Partner
By: /s/ S. Hozumi
-----------------------------
Name: S. Hozumi
Title: Vice President
BUYER:
STEINWAY, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: V.P. and C.F.O.
