Exhibit 10.21
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made as of this 15th day of February,
2000, by and among iTurf Inc., a Delaware corporation (the "Company"), and the
persons set forth on the signature pages hereto (each a "Seller" and
collectively, the "Sellers").
WHEREAS, concurrently with the execution and delivery of this Agreement,
the Company is acquiring XxxXxxxx.xxx, Inc., a Massachusetts corporation
("Spark"), through the merger (the "Merger") of Spark with and into iTurf
Caveman Acquisition Corporation, a Massachusetts corporation and a wholly owned
subsidiary of the Company ("Merger Sub"), pursuant to which the Sellers are
acquiring shares of iTurf's Class A common stock, par value $.01 per share (the
"Shares"), upon the terms and conditions set forth in the Plan and Agreement of
Merger (the "Merger Agreement"), dated as of February __, 2000 by and among the
Company, Merger Sub, Spark and the Sellers; and
WHEREAS, pursuant to the Merger Agreement, the Company wishes to grant
certain registration rights to the Sellers with respect to the Shares as set
forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:
1. DEFINITIONS. For purposes of this Agreement:
(a) "Common Stock" means the Class A common stock, par value $.01 per
share, of the Company.
(b) "Closing" means the closing of the Merger pursuant to the Merger
Agreement.
(c) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(d) "Holder" means any Person owning or having the right to acquire
Registrable Securities or any assignee thereof in accordance with Section 8.
(e) "Person" means any individual, partnership, limited liability company,
joint venture, corporation, association, trust or any other entity or
organization.
(f) "Register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.
(g) "Registrable Securities" means all of the unregistered shares of Common
Stock issued or issuable to and acquired by the Sellers pursuant to the Merger
Agreement and any shares of Common Stock issued or issuable with respect to any
such shares of Common Stock by way of stock dividend or stock split, or in
connection with a combination of shares, recapitalization, merger,
consolidation, or other reorganization or otherwise; PROVIDED, HOWEVER, that any
Registrable Securities sold by a Holder in a transaction in which such Holder's
rights under this Agreement are not assigned pursuant to Section 8 below shall
cease to be Registrable Securities from and after the time of such sale.
(h) "SEC" means the Securities and Exchange Commission.
(i) "Securities Act" means the Securities Act of 1933, as amended.
(j) "Sellers" means all of the persons other than iTurf Inc. whose names
are set forth on the signature pages hereto and any other Holder to whom rights
under this Agreement are assigned pursuant to Section 8 below.
(k) "Sellers' Agents'" has the meaning given to such term in the Merger
Agreement.
(l) "Violation" means: (i) any untrue statement or alleged untrue statement
of a material fact contained in a registration statement under this Agreement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, or any documents filed under state
securities or "blue sky" laws in connection therewith, (ii) the omission or
alleged omission to state in any of the foregoing a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any other federal, state or common law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law in connection with the offer or sale of Registrable Securities.
2. REGISTRATION.
(a) The Company shall prepare and, on or prior to the date which occurs
three business days after the Company becomes eligible to file a registration
statement on Form S-3 (the "Registration Date"), file with the SEC one or more
Registration Statements on Form S-3 (or if Form S-3 is not then available, on
such form of registration statement as is then available to effect a
registration of the Registrable Securities) and pursuant to Rule 415 covering
the resale from time to time by the Holders thereof of all Registrable
Securities then outstanding. The Company shall use its best commercial efforts
to cause any Registration Statement filed
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pursuant to this Section 2(a) to become effective as soon as practicable after
the Registration Date and remain effective for 24 months thereafter. The
registration statement
(b) Notwithstanding Section 2(a) above, if the Company shall furnish to
Holders requesting a registration statement pursuant to this Section 2, a
certificate signed by a senior officer of the Company stating that in the good
faith judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its stockholders for such registration statement
to be filed by reason of a material pending transaction and it is therefore
essential to defer the filing of such registration statement, the Company shall
have the right to defer such filing for a period of not more than ninety (90)
days; PROVIDED, HOWEVER, that the Company (i) shall promptly following
completion or abandonment of such transaction, whichever is earlier, file such
registration statement if such transaction is completed or abandoned during such
period and (ii) during such deferment may not file a registration statement for
securities to be issued and sold for its own account or that of other
stockholders.
(c) If (but without any obligation to do so) at any time during the two
year period following the Closing the Company proposes to register (including
for this purpose a registration effected by the Company for stockholders other
than the Holders) any of its stock or other securities under the Securities Act
in connection with a public offering (whether for the account of the Company or
for selling stockholders) of such securities solely for cash (other than a
registration on Form S-8 relating solely to the sale of securities to
participants in a Company stock plan or to other compensatory arrangements to
the extent includible on Form S-8), the Company shall, at such time, promptly
give each Holder written notice of such registration. Upon the written request
of each Holder given within ten (10) days after receipt by such Holder of such
notice by the Company in accordance with Section 14, the Company shall, subject
to Section 2(d), use its best commercial efforts to cause to be registered under
the Securities Act that number of Registrable Securities that each such Holder
has requested to be registered. The Company shall have no obligation under this
Section 2(c) to make any offering of its securities, or to complete an offering
of its securities that it proposes to make, and shall incur no liability to any
Holder for its failure to do so. No registration effected under this Section
2(c) shall relieve the Company of any of its obligations to effect registrations
upon request under Section 2(a).
(d) In connection with any offering involving an underwriting of shares
being issued by the Company, the Company shall not be required under Section
2(c) to include any Holder's securities in such underwriting unless such Holder
accepts the terms of the underwriting as agreed upon between the Company and the
underwriters selected by the Company, and then only in such quantity as will
not, in the opinion of the underwriters, jeopardize the success of the offering
by the Company; PROVIDED, HOWEVER, that (i) no Holder participating in such
underwriting shall be required to make any representations, warranties or
indemnities except as they relate to such Holder's ownership of shares and
authority to enter into the underwriting agreement and such Holder's intended
method of distribution, and (ii) the liability of such Holder shall be limited
to an amount equal to the net proceeds from the offering received by
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such Holder. Notwithstanding any other provision of this Agreement, if the
managing underwriter or underwriters determine(s) in good faith that marketing
factors require a limitation of the number of securities to be underwritten,
then the managing underwriter(s) may exclude securities (including Registrable
Securities) from the registration and the underwriting, and the number of
securities that may be included in the registration and the underwriting shall
be allocated, first, to the Company, second to xXXxX*s Inc. and third to any
other holders of securities of the Company entitled to inclusion in such
registration (including the Sellers) on a pro rata basis based upon the number
of shares of Common Stock proposed to be offered. Notwithstanding any provision
in this Agreement, no Holder shall be entitled to include its Registrable
Securities in any underwritten public offering pursuant to Section 2(c) to the
extent that a portion of the profit realized by it upon the sale of such
securities would be deemed to inure to the Company under Section 16(b) of the
Securities Exchange Act of 1934, as amended.
3. OBLIGATIONS OF THE COMPANY. Whenever required under this Agreement to
effect the registration of any Registrable Securities, the Company shall use its
best commercial efforts to:
(a) Furnish (at no cost) to the Holders such number of copies of any
registration statement and of each amendment and supplement thereto filed with
the SEC, such number of copies of the prospectus contained in such registration
statement (including each preliminary prospectus and any summary prospectus) and
any other prospectus filed under Rule 424 under the Securities Act, and such
documents incorporated by reference in the registration statement and such other
documents as Holders may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.
(b) Register and qualify the securities covered by such registration
statement under such other securities or "blue sky" laws of such states or U.S.
jurisdictions as shall be reasonably requested by the Holders and do any and all
other acts and things which may be reasonably necessary to enable each
participating Holder to consummate the disposition of the Registrable Securities
owned by such Holder in such jurisdiction; PROVIDED that the Company shall not
be required in connection therewith or as a condition thereto (i) to qualify to
do business in any state or jurisdiction where it would not otherwise be
required to qualify but for the requirements of this clause (b), or (ii) to file
a general consent to service of process in any such state or jurisdiction.
(c) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing and if it is necessary to amend or supplement such prospectus to comply
with law, and at the request of any Holder,
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prepare and furnish, at no cost, to such Holder a reasonable number of copies of
a supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of Registrable Securities, such
prospectus shall not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances then existing, not
misleading and so that such prospectus, as amended or supplemented, will comply
with law.
(d) Prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to any such registration statement and the
prospectus used in connection therewith as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.
(e) Promptly notify each Seller of Registrable Securities covered by such
registration statement: (i) when such registration statement or any
post-effective amendment to the registration statement has been declared
effective by the SEC, (ii) of (and provide a copy of the same to each selling
Holder) any request by the SEC for amendments or supplements to such
registration statement or prospectus or for additional information; and (ii) of
(and provide a copy of the same to each selling Holder) the receipt by the
Company of any notification from any public board or body with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for that
purpose.
(f) Promptly notify each Seller of Registrable Securities of the issuance
of any stop order suspending the effectiveness of the registration statement or
the initiation of any proceedings for that purpose and the Company shall use its
reasonable best efforts to prevent the issuance of any stop order, or if any
order is issued, to obtain the withdrawal thereof as promptly as practicable.
(g) Take all actions necessary to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities and the transfer thereof upon resale by the Holder of
such Registrable Securities in accordance with the applicable prospectus.
(h) Cause all Registrable Securities registered pursuant hereto on a
Registration Statement for resale by a Holder to be listed on each securities
exchange or included for trading in such automated quotation system on or in
which securities of the same class as the Registrable Securities are then listed
or included.
(i) Otherwise use its best commercial efforts in its performance of its
obligations hereunder to comply with all applicable rules and regulations of the
SEC and of state securities commissions and any stock exchange or automated
quotation system.
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4. HOLDER SHALL FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Agreement
with respect to the Registrable Securities of any Holder that such Holder shall
furnish to the Company such information regarding himself, herself or itself,
the Registrable Securities held by him, her or it, and the intended method of
disposition of such securities as shall be required under Items 507 and 508 of
Regulation S-K, promulgated by the SEC under the Exchange Act or any additional
requirements of the SEC or any self-regulatory organization, to effect the
registration of such Holder's Registrable Securities.
5. EXPENSES OF REGISTRATION. The Company shall bear and pay all expenses
incurred by it in connection with any registration, filing or qualification of
Registrable Securities with respect to the registration of Registrable
Securities, including without limitation all registration, filing and
qualification fees, printers', transfer agent, legal and accounting fees and
expenses relating or apportionable thereto, but excluding underwriting discounts
and commissions relating to Registrable Securities and expenses (including legal
fees and expenses) incurred by the Sellers; PROVIDED, HOWEVER, the Company shall
not pay for the fees and expenses of more than one legal counsel for all selling
stockholders in connection with any registration unless there is an actual or
potential conflict of interest among such persons, in which case the Company
shall pay for the fees and expenses of one additional counsel for other selling
stockholders.
6. INDEMNIFICATION. In the event any Registrable Securities are included in
a registration statement under this Agreement:
(a) The Company will indemnify and hold harmless each Holder and, if such
Holder is a natural person, his or her heirs, personal representatives and
assigns, or if such Holder is a corporation, such Holder's directors, officers,
stockholders, employees and affiliates, and any underwriter (as defined in the
Securities Act) for such Holder and each Person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act against any losses, claims, damages, liabilities (joint or several) or
expenses to which they may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out of or are
based upon a Violation; PROVIDED, HOWEVER, that the indemnity agreement
contained in this Section 6(a) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or expense if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any such case to a
particular indemnified party for any such loss, claim, damage, liability or
expense to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by such indemnified
party.
(b) Each selling Holder will indemnify and hold harmless the Company, each
of its directors, officers, stockholders, employees and affiliates, any
underwriter (as defined in the
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Securities Act) for the Company, any other Holder selling securities in such
registration statement and each Person, if any, who controls such underwriter or
other Holder against any losses, claims, damages, liabilities (joint or several)
or expenses to which any of the foregoing Persons may become subject, under the
Securities Act, the Exchange Act or other federal or state law, insofar as, and
only to the extent that, such losses, claims, damages, liabilities or expenses
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by or on
behalf of such Holder expressly for use in connection with such registration
statement; PROVIDED, HOWEVER, that the indemnity agreement contained in this
Section 6(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or expense if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld.
(c) Promptly after receipt by an indemnified party under this Section 6 of
written notice of the commencement of any action (including any governmental
action) involving a claim referred to in Section 6(a) or 6(b) of this Agreement,
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties.
Notwithstanding the foregoing, any indemnified party shall have the right to
retain its own counsel in any such action, but the fees and disbursements of
such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party shall have failed, within a reasonable time after having been
notified of the existence of such action, to assume the defense of such action,
or shall have failed to defend diligently such action in accordance with the
foregoing; (ii) the indemnifying party and such indemnified party shall have
mutually agreed to the retention of such counsel; or (iii) the representation of
such indemnified party and the indemnifying party by the counsel retained by the
indemnifying party would be inappropriate due to a conflict of interest between
them. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the indemnified party under this Section
6 except if, and only to the extent that, the indemnifying party is actually
prejudiced thereby; and such failure to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 6. The indemnifying party
will not, without the prior written consent of each indemnified party, settle or
compromise or consent to the entry of any judgment in any pending or threatened
claim, action, suit or proceeding in respect of which indemnification may be
sought hereunder (whether or not such indemnified party or any person who
controls such indemnified party is a party to such claim, action, suit or
proceeding), unless such settlement, compromise or consent includes an
unconditional release of such indemnified party from all liability arising out
of such claim, action suit or proceeding and such settlement, compromise or
consent involves only the payment of money and such money is actually paid by
the indemnifying party. Whether or not the defense of any claim or action is
assumed by the indemnifying party, such indemnifying party will not be
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subject to any liability for any settlement made without its consent, which
consent will not be unreasonably withheld.
(d) The obligations of the Company and Holders under this Section 6 shall
survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement and otherwise.
(e) Any indemnity agreements contained herein shall be in addition to any
other rights to indemnification or contribution which any indemnified party may
have pursuant to law or contract and shall remain operative and in full force
and effect regardless of any investigation made or omitted by or on behalf of
any indemnified party.
(f) If for any reason the foregoing indemnity is unavailable or
insufficient in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such losses, claims,
damages, liabilities or expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party on the one hand
and the indemnified party on the other or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law or provides a lesser sum to
the indemnified party than the amount hereinafter calculated, in such proportion
as is appropriate to reflect not only the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other but
also the relative fault of the indemnifying party and the indemnified party as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by or on behalf of the
indemnifying party or the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. Notwithstanding anything to the contrary in this Section 6,
no Holder shall be required, pursuant to this Section 6, to contribute any
amount in excess of the net proceeds received by such indemnifying party from
the sale of Shares of Common Stock in the offering to which the losses, claims,
damages, liabilities or expenses of the indemnified party relate.
7. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to the
Holders the benefits of Rule 144 under the Securities Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Company to the public without registration or pursuant to a registration
statement on Form S-1, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times;
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(b) take such action as is necessary to enable the Holders to utilize a
registration statement on Form S-3 for the sale of their Registrable Securities;
(c) file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and
(d) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144 under the Securities
Act and the Securities Act and Exchange Act (at any time after it has become
subject to such reporting requirements), (ii) a copy of the most recent annual
or quarterly report of the Company filed with the SEC and such other reports and
documents so filed by the Company, and (iii) such other information as may be
reasonably requested in availing any Holder of any rule or regulation of the SEC
which permits the selling of any such securities without registration or
pursuant to such form.
8. ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to
register Registrable Securities pursuant to this Agreement may be assigned in
whole or in part by a Holder to one or more of its partners, officers,
directors, employees or affiliates or to one or more transferees or assignees of
Registrable Securities (or securities exchangeable into Registrable Securities)
acquired by the Holder, provided that such transferee or assignee delivers to
the Company a written instrument by which such transferee or assignee agrees to
be bound by the obligations imposed on Holders under this Agreement to the same
extent as if such transferee or assignee was a party hereto.
9. AMENDMENT; WAIVER. Any provision of this Agreement may be amended only
with the written consent of the Company and the Holders then holding a majority
of the Registrable Securities and the observance of any provision of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the party to be
charged. Any amendment or waiver effected in accordance with this Section 9
shall be binding upon the Holder, to be charged, of Registrable Securities at
the time outstanding, each future Holder of all such securities, and the
Company.
10. CHANGES IN REGISTRABLE SECURITIES. If, and as often as, there are any
changes in the Registrable Securities, by way of stock split, stock dividend,
combination or reclassification, or through merger, consolidation,
reorganization or recapitalization, spin-off or by any other means, appropriate
adjustment shall be made in the provisions of this Agreement, as may be
required, so that the rights and privileges granted hereby shall continue with
respect to the Registrable Securities as so changed. Without limiting the
generality of the foregoing, the Company will require any successor by merger or
consolidation to assume and agree to be bound by the terms of this Agreement, as
a condition to any such merger or consolidation.
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11. ENTIRE AGREEMENT. This Agreement (together with the Merger Agreement)
constitutes the full and entire understanding and agreement among the parties
with regard to the subject matter hereof. Nothing in this Agreement, express or
implied, is intended to confer upon any Person, other than the parties hereto
and their respective successors and assigns, any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly
provided herein.
12. GOVERNING LAW. This Agreement shall be governed in all respects by the
laws of the State of New York.
13. SUCCESSORS AND ASSIGNS. The provisions hereof shall inure to the
benefit of, and be binding upon, the successors, permitted assigns (as provided
in Section 8), heirs, executors and administrators of the parties hereto.
14. NOTICES. All notices and other communications provided for herein shall
be dated and in writing and shall be deemed to have been duly given (i) on the
date of delivery, if delivered personally or by telecopier, receipt confirmed,
(ii) one business day after delivery to a recognized overnight courier service
for next day delivery service, or (iii) seven days after mailing, if sent by
registered or certified mail, return receipt requested, postage prepaid, in each
case, to the party to whom it is directed at the following address (or at such
other address as any party hereto shall hereafter specify by notice in writing
to the other parties hereto):
(i) If to the Company, to it at the following address:
iTurf Inc.
Xxx Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attn: General Counsel
(ii) If to a Seller, to it care of the Sellers' Agents at the
address for such person provided for in the Merger Agreement.
15. SEVERABILITY. Any invalidity, illegality or limitation on the
enforceability of this Agreement or any part thereof, by any party, whether
arising by reason of the law of the respective party's domicile or otherwise,
shall in no way affect or impair the validity, legality or enforceability of
this Agreement with respect to the other party. If any provision of this
Agreement shall be judicially determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
16. TITLES AND SUBTITLES. The titles of the Sections of this Agreement are
for convenience of reference only and are not to be considered in construing
this Agreement.
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17. DELAYS OR OMISSIONS; REMEDIES CUMULATIVE. It is agreed that no delay or
omission to exercise any right, power or remedy accruing to the parties, upon
any breach or default of the Company under this Agreement, shall impair any such
right, power or remedy, nor shall it be construed to be a waiver of any such
breach or default, or any acquiescence therein, or of any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. It is further agreed that any waiver, permit, consent or
approval of any kind or character by a party of any breach or default under this
Agreement, or any waiver by a party of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in writing and that all remedies, either under this
Agreement, or by law or otherwise afforded to a party, shall be cumulative and
not alternative.
18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.
ITURF INC.
By:
----------------------------------------
Name:
Title:
SELLERS' AGENTS:
-------------------------------------------
Name:
-------------------------------------------
Name:
as Agents for:
XXX XXXXX
XXXXXX XXXXXXX
XXXXXXXXXXX XXXXX
XXXXXXX XXXXX
XXXXXX XXXXXXXX
XXX XXXXXXX
XXXXXXXXX XXXXXX
XXX XXXX
XXXXXXX XXXXXXXX
XXXXXX XXXXX
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XXXXX XXXXXXXX
NET ASSOCIATES
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