LICENSE AGREEMENT
-----------------
AGREEMENT dated the 8th day of March 1999 by and between marker, Ltd.
and Marker International, Inc., each a Utah corporation ("ML" and "MI",
respectively, and, collectively, the "Licensor") , on the one hand, and Ski &
Sports Recreation Company, LLC, a Utah limited liability company ("Licensee"),
an the other.
WITNESSETH
----------
WHEREAS, the Licensor is in the business of manufacturing and selling
apparel and sportswear and accessories and Licensee is in the business of
selling these products;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Representations of Licensor and ML and MI.
------------------------------------------
(a) Licensor represents that:
(i) it is the owner of the trademark, "Marker" insofar as it
pertains to the Licensed Products (as hereinafter defined) as well as for other
products including ski bindings, ski boot- and skis, all of which other products
are specifically excluded from this Agreement;
(ii) to the best of their knowledge, there are no pending suits or
actions or threatened suits or actions to which Licensor is a party which, if
resolved adversely, may affect the status of Licensor's title to the trademark
"Marker" or have an adverse effect on the ability of Licensor to perform its
obligations hereunder or the ability of Licensee to exercise its rights as
contemplated hereby;
(iii) to the knowledge of Licensor, the trademark "Marker" does not
infringe any trademark right of any third party with respect to the Licensed
Products in the Territory;
(iv) set forth on Exhibit A hereto is a list of each country in
which the trademark "Marker" is registered and the category of its
classification.
(b) Each of ML and MI represents that:
(i) it is a duly organized corporation, validly existing and in
good standing under the laws of the state of its incorporation;
(ii) it has the requisite corporate power to execute and deliver
and perform this agreement and has taken all necessary action co execute and
deliver this agreement.
2. Representations of Licensee.
----------------------------
Licensee represents that:
(a) it is A duly organized limited liability company, validly existing
and in good standing under the laws of the state Of its incorporation;
(b) it has the requisite corporate power to execute and deliver and
perform this agreement and has taken all necessary action to execute and deliver
this agreement.
3. Grant of License: Territory; Duties of Licensor.
------------------------------------------------
(a) Subject to the terms of this agreement, the Licensor hereby grants
to the Licensee the' exclusive right, to manufacture, market and sell the
Licensed Products (as defined on Exhibit 3 hereto) throughout the world (the
"Territory") and to use the xxxx "Marker" in connection therewith.
(b) Licensor shall provide the Licensee with all information regarding
the marketing and sale of the Licensed Products in the Territory co Licensor at
the date hereof generally including the list of existing customers as well as
the list of customers indebted to Licensor.
4. Manufacture and Sale of Products.
---------------------------------
Licensee agrees (i) to manufacture, promote, market, distribute and
sell the Licensed Products in accordance with standards of style, quality and
workmanship consistent with those of similar products sold into similar markets
and substantially similar to chose previously employed by Licensor as to such
products, (ii) to comply with all relevant codes of practice and statutory
requirements as to manufacture of the Licensed Products and (iii) to provide the
Licensee, at its request, free of charge, pre-production samples of the Licensed
Products and access co the Licensee's place of manufacture of the Licensed
Products. 2
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5. Term.
-----
(a) The initial term of this Agreement (the "Term") shall commence on
April 1, 1999 and shall terminate on March 31, 2009.
(b) Thereafter, provided Licensee is in compliance with the terms
hereof, this Agreement shall be automatically extended on all of its same terms
and conditions (including this automatic right of renewal) for additional
periods of one year unless either party within 90 days of September 30, 2006, or
on any subsequent anniversary date thereafter, shall have given the other two
years' written notice of. its intent to terminate as of September 30 of any
particular year in which event this Agreement shall terminate at such date.
(c) Licensor shall have the right to cancel this agreement in the event
that average annual Net Sales (as hereinafter defined) in the two-year period
ending March 31, 2001 fall. below $6,000,000 or average annual Net Sales in the
two year period ending March 31, 2003 fall below $6,500,000 or average annual
Net Sales fall below $7,000,000 for any two year period thereafter; provided,
however, if Licensee pays to Licensor an amount equal to the difference between
royalties actually earned and paid and what Licensor would have received had
Licensee achieved the minimum Net Sales contemplated by this paragraph, then
this license shall continue.
6. Ownership and Use of Trademark.
-------------------------------
Licensee covenants, warrants and agrees that it shall use its best
efforts to create, promote and retain goodwill in connection with the
manufacture, promotion, marketing, distribution and sale of the Licensed
Products.
7. Royalties: Definitions.
-----------------------
(a) Licensee shall pay to Licensor royalties equal to 3% of Net sales
(as defined below) of Licensed Products made by or on behalf of Licensee in the
Territory during the first Payment Year (as defined below) during the Term, 4%
for the second Payment Year and 5% for each Payment Year thereafter.
(b) For purposes of this Agreement, the following terms shall have the
meanings set forth below;
(i) "Net Sales" shall mean amounts actually received or
receivable by Licensee from sales of Licensed Products shipped by and on its
behalf, net of returns, discounts or other allowances arid after deduction for
sales or use or similar taxes.
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(ii) "Payment Year" shall mean each twelve (12) month period from
April I through the following March 31 (or to the date this Agreement is earlier
terminated) during the term of this Agreement.
8. Reports and-Payment of Royalties.
---------------------------------
(a) Within sixty (60) days of the end of each quarter commencing with
the quarter ending June 30, 1999, during the term of this Agreement, Licensee
shall deliver to Licensor its good check payable to Licensor in an amount equal
to the aggregate royalties payable to Licensor for such period together with a
full, accurate and complete written statement, certified to he correct by the
chief executive or chief financial officer of Licensee, setting forth (i)
aggregate Net Sales of Licensed Products sold by it and on its behalf during the
three-month period then ended; (ii) the aggregate royalties due to Licensor
from, Licensee for such period; and (iii) such other information as Licensor
shall reasonably request. In addition. within sixty (GO) days after the date of
termination of this Agreement, Licensee shall deliver to Licensor a full,
accurate and complete written statement, certified to be correct by the chief
executive or chief financial officer of Licensee, setting forth the information
required by clauses (i), (ii) , and (iii) of this Section 8 (a) , but covering
only those periods tip to the date of termination for which reports shall not
have been submitted under this Section 8(a).
(b) Licensee shall maintain true, complete and correct books and
records of all sales within the scope of this Agreement, in accordance with
generally accepted accounting principles, to enable Licensor to readily
ascertain all amounts payable hereunder and the information to be set forth in
the statements required by this Section 8. Licensor, its agents or
representatives, shall have the right, on reasonable written notice to Licensee,
(luring Licensee's normal business hours, at any time and from time to time
during the Term and for a period of two (2) years thereafter, to inspect,
examine and copy all or any part or parts of such books and records arid all
other documents arid materials, relating to the transactions contemplated by
this Agreement. All such books and records shall be kept available by Licensee
for it. least two (2) years after the Term.
(c) All royalty payments which are not paid when due shall bear
interest from the due date of such payment.-, until paid at an interest raze
equal to the lesser of (i) the rare of interest publicly announced from time to
time by The Chase Manhattan Bank, N.A. as its prime rate of interest, plus two
(211) percent, and (ii) the maximum rate of interest permitted by applicable
law.
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(d) Receipt or acceptance by Licensor of any documents or reports
furnished, or of any amounts paid, pursuant to this Agreement shall not preclude
Licensor, its agents, representatives or assigns, from questioning the
correctness of any or all such documents, reports and amounts at any time.
9. Promotional Activities; Advertising.
------------------------------------
Licensee shall use its best efforts to exploit the trademark
"Marker" in the Territory and to create and develop markets for the Licensed
Products and to promote, distribute and sell Licensed Products in the Territory
so as to maximize royalties, and to secure and make use of adequate personnel
for the manufacture, promotion, marketing, distribution and sale of Licensed
Products in the Territory.
10. Indemnity.
----------
(a) Licensor agrees to defend, indemnify and hold Licensee harmless
against any claims, demands, causes of action and judgments arising out of
claims made by any third party with respect to infringement of the trademark
"Marker" used in connection with the Licensed Products in accordance with this
Agreement.
(b) Licensee agrees to defend, indemnify and hold Licensor harmless
against any claims, demands, causes of action and judgments arising out of both
Licensee's failure to comply with the terms of this Agreement and Licensee's
manufacture, distribution, sale, promotion and advertisement of the Licensed
Products other than any claims arising out of Licensor's breach of any
representations herein.
(c) Each of the parties shall bring to the other's any unauthorized use
of a xxxx which is the same or similar to the trademark "Marker" that comes to
its attention.
(d) Licensor shall have the right to determine whether any demand, suit
or other action shall be taken on account of or with respect to any infringement
or suspected infringement of the trademark "Marker". Licensor may commence or
prosecute any such suit or action or make any such demand in its own name, and
Licensee agrees to assist and cooperate with Licensor, as Licensor may
reasonably request, in connection with any such demand, suit or other action. If
Licensor prosecutes any such demand, suit or other action, Licensor shall be
entitled to all proceeds and recoveries resulting therefrom.
If Licensor chooses not to take any action with respect to any
infringement or suspected infringement of the trademark "Marker", Licensee may
commence or prosecute any such suit or action or make any such demand in its own
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name, and Licensor agrees to assist and cooperate with Licensee, as Licensee may
reasonably request, including being named as a party plaintiff to the action. In
connection with any such demand, suit or other action, Licensee shall be
entitled to all of the proceeds and recoveries resulting therefrom.
(f) In all instances, Licensor shall reimburse Licensee's expenses with
respect to any infringement claim referenced in Sections 10(a) and (d).
11. Termination.
------------
This Agreement and the rights granted to Licensee hereunder (A) shall
immediately terminate if Licensee fails to make any payment of license fee
required hereunder and such breach continues for a period of ten (10) days after
notice to Licensee of such breach and (B) shall immediately terminate if
Licensee commences any case or proceeding under any applicable national, state
or foreign bankruptcy or insolvency laws, (ii) a receiver,, liquidator,
assignee, trustee or custodian is appointed to administer the affairs of
Licensee, (iii) Licensee makes an assignment for the benefit of its creditors,
or (iv) Licensee dissolves, liquidates, winds-up, sells or otherwise disposes of
all or substantially all of its business or assets or takes any action or
furtherance of the foregoing except in connection with a sale merger or other
transfer or any similar business combination of the Licensee and (C) may, at
Licensor's option, terminate within sixty (60) days after Licensor shall give
Licensee written notice of the alleged breach if Licensee breaches any of its
obligations, representations, covenants or warranties under this Agreement and
Licensee shall fail to cure such breach (or commence curing such breach and
diligently continue its efforts to cure such breach it cure cannot be
accomplished within such sixty (60) day period provided that, in all cases, such
breach must be cured within one hundred and eighty (180) days of such notice)
within sixty (60) days after Licensor shall give Licensee written notice of the
alleged breach.
12. Effect of Termination.
----------------------
(a) Subject to the provisions of subsection 12(c) hereof, upon
termination of this Agreement, for any reason, rights to the trademark "Marker",
shall forthwith terminate and Licensee promptly thereafter shall cease and
desist from the manufacture, promoting, advertising, marketing, distribution and
sale of Licensed Products.
(b) Upon termination of this Agreement, Licensor shall have the option
to purchase all, but not less than all, of Licensee's existing inventory as to
Licensed Products for a period of sixty (60) days on such terms as the parties
6
shall mutually agree and, if this Agreement is terminated by Licensor for any
reason other than due to an uncured breach by Licensee, Licensor shall purchase
such inventory within sixty (90) days of termination at the lower of Licensee's
net wholesale price or market and on its customary terms or such other value as
shall be reasonably determined by a qualified inventory appraiser. If such
determination by such an appraiser shall indicate a value lower than Licensee's
net wholesale price for such inventory, Licensee shall have the right for the
sixty day period commencing with delivery of such determination to it to dispose
of such inventory on such terms as it wishes-.
(c) Notwithstanding the provisions of subsection 12 (a) hereof, upon
the termination of this Agreement for any reason except for Licensee's breach of
Section 4 or Section 6 hereof and failure to cure same, Licensee shall have the
right, on a nonexclusive basis, to dispose of its existing inventory of Licensed
Products in the ordinary course and to use the trademark "Marker" in connection
with such sale and the promotion, advertising, marketing and distribution and
sale of such products for a period of six months after the effective date of
termination of this Agreement; provided however , that Licensee shall not be
relieved from its obligation to pay royalties to Licensor which royalties shall
be payable within thirty (30) days after the completion of such a period.
13. Relationship between the Parties.
---------------------------------
Nothing contained herein shall be construed to constitute either party,
a partner, employee, joint venturer or agent of the other, nor shall either be
entitled to bind or obligate the other in any manner whatsoever, it being
intended by the parties hereto that each shall be an independent contractor
responsible for its own actions.
14. Expenses and Indemnity.
-----------------------
Except as otherwise expressly set forth herein, each party will pay and
discharge, at it- own expense, any and all claims, expenses, charges, fees and
taxes arising out of or incidental to the carrying on of its business.
15. Assignment.
-----------
(a) Upon written notice to Licensee, Licensor shall have the right to
assign this Agreement, and all of its rights and privileges hereunder, to any
other person, firm, corporation or entity. This Agreement shall be binding upon
and inure to the benefit of any firm or corporation into which Licensor shall be
merged, or which shall otherwise purchase, acquire or become the successor in
interest of Licensor, subject to the rights of the Licensee hereunder. 7
7
(b) During the period from April 1, 1999 to March 31, 2001, Licensee
may assign this Agreement or any part hereof or assign or otherwise transfer any
or all of its rights in and to the trademark "Marker", subject to the rights of
Licensor hereunder, but only after written notice to the Licensor and only with
the prior written consent of the Licensor in its sole discretion.
(c) After April 1, 2001, Licensee may assign this Agreement or any part
hereof or assign or otherwise transfer any or all of its rights in and to the
trademark "Marker", subject to the rights of Licensor hereunder but only after
written notice to the Licensor and only with the prior written consent of the
Licensor, which consent shall not be unreasonably withheld.
(d) Because this Agreement is being entered into in reliance upon and
in consideration of the experience, knowledge, skills and qualifications of
Licensee, and the trust and confidence reposed by Licensor in Licensee, in
the-event of a dispute between the parties as to whether Licensor's consent has
been unreasonably withheld under Section 15(c) hereof, such dispute shall be
resolved by arbitration as provided in Section 18 hereof and the arbitrators
shall consider the following factors, among others, in reaching a decision;
i) the comparative financial strength of the proposed assignee
and the Licensee;
ii) the capability of the proposed assignee to manage the
business in a manner consistent both with both good business practices and the
prior business practices of Licensee;
iii) the status of the proposed assignee as a competitor of
Licensor;
iv) the capacity of the proposed assignee to invest in the future
growth and development of the business; and
v) the capacity of the proposed assignee to maintain the quality
of the Licensed Products and the goodwill in the Marker name.
(e) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.
16. Notices.
--------
All notices or other communications required or permitted hereunder
shall be in writing and shall be deemed to have been given which delivered
personally, or when mailed, if sent by certified or registered mail, return
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receipt requested, addressed as follows, or to such other address as any party
shall have designated by notice to the other given pursuant hereto.
To Licensor:
Attention:
To Licensee: Ski & Sports Recreation
Company LLC
With a copy to: Xxxxxx X. Xxxxx, Esq.
O'CONNOR, MURPHY, XXXX & SEITZ
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
17. Law Governing.
--------------
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York without regard to principles
of conflicts or choice of law.
18. Arbitration.
------------
Any controversy or claim arising out of or relating co this contract
shall be settled by arbitration administered by the American Arbitration
Association under its Commercial Arbitration Rules and held in the City, County
and State of New York, and judgment upon any award entered by the arbitrator may
he entered in any court having jurisdiction thereof.
19. Severability of Provision.
--------------------------
If any provision or paragraph of this Agreement shall be found co be
illegal or a violation of public policy or, for any other reason, unenforceable
in law, such finding shall in no way invalidate any other provision or sections
of this Agreement.
20. Waiver.
-------
No omission or delay of either party hereto in requiring due and
punctual performance by the other party of the obligations of such other party
9
hereunder, including the acceptance of any payment hereunder by Licensor, shall
be deemed to constitute a waiver if its right to require such due and punctual
performance thereafter or a waiver of any of its remedies hereunder.
21. Entire Agreement.
-----------------
This Agreement constitutes the entire Agreement between the parties
hereto with respect to the subject matter hereof and this Agreement may not be
amended, modified or terminated except by a writing signed by each of the
parties hereto.
22. Headings.
---------
All headings used in this Agreement are for reference purposes only and
shall not be deemed to have any substantive effect.
IN WITNESS WHEREOF, the. parties hereto have duly executed this
Agreement as of the day and year first above written.
MARKER, LTD.
BY: /s/ Xxxxx X. Xxxxxx
-------------------------------------
MARKER INTERNATIONAL
BY: /s/ Xxxxx X. Xxxxxx
-------------------------------------
SKI & SPORTS RECREATION ON COMPANY, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------------
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Country, Trademark No. and Classification
(to be prepared by Seller)
EXHIBIT A
Licensed Products shall be:
Men's, Ladies, and Children's
Outerwear
Skiwear
suits
shells
Vests
Pants
Bib Pants
Fleece Jackets and Vests
Velour Jackets, Vests and Pants
Sweaters
Pile Jackets and Vests
T Necks
Shirts
Underwear
Hats, Caps and Head Gear
Gloves
Luggage
Bags and Packs
Other Accessories
EXHIBIT B
MARKER
March 15, 1999
Xx. Xxxxxxx X. Xxxxxxxxxx
Ski & Sports Recreation Company, LLC
0000 Xxxxxxxxx Xxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Re: Addendum to March 8, 1999 License Agreement
Between Marker International, Marker Ltd.
And Ski & Sports Recreation Company, LLC
Dear Xx. Xxxxxxx Xxxxxxxxxx,
It is our undemanding that Ski & Sports Recreation Company, LLC ("Licensee"),
'Wishes to utilize and record with the appropriate governmental authorities, a
trading name or "dba" which includes the "'Marker" name and trademark. In order
to formalize this understanding, please review the following addendum and, if
acceptable, please sign both copies of this letter agreement and return one copy
to me.
In accordance with paragraph 21 of the License Agreement dated March 8, 1999, by
and between Marker Ltd. and Marker International (collectively, "Licensor), and
Licensee, the License Agreement is amended as follows:
* In addition to the existing grants in the License Agreement,
paragraph 3 (a) of the License Agreement is amended to permit Licensee
to use the name "Marker" as a trading name or "dba" for Ski & Sports
Recreation Company, LLC and to register said trading name or "dba" with
the appropriate governmental officials as is necessary in order to do
business within the Territory as defined in and in accordance with the
License Agreement.
* In addition to the existing requirements that a-rise upon termination
of the License Agreement, Licensee agrees to take all steps to remove
the word "Marker" from Licensee's trading name and/or "dba" promptly
upon termination including, but not limited to, filing all documents
necessary to amend all governmental records, with written confirmation
of compliance to be provided by Licensee to Licensor within thirty (30)
days of termination.
MARKER
Xx Xxxxxxx Xxxxxxxxxx
March 15, 1999
Page 2
This addendum does not alter any of the existing terms and conditions in the
License AgreementAD terms of the License Agreement remain in full force and
effect. Furthermore, the parties agree that this addendum agreement is effective
as of the date of this letter.
ACKNOWLEDGED AND AGREED TO:
MARKER LTD.
By:
----------------------------------------------
MARKER INTERNATIONAL
By:
----------------------------------------------
SKI & SPORTS RECREATION COMPANY, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------------
OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT
FOR VALUE RECEIVED, Ski and Sports Recreation Company, L.L.C. (the
"Company") hereby grants to Marker, Ltd. and Marker International (the
"Licensor") (a) an option, for the 24 month period commencing on April 1, 1999
and ending on March 31, 2001, to acquire by assignment all of the rights of the
company in the license agreement (the "License Agreement") of even date between
(the "Company"), on the one hand, and the Licensor, on the other and (b) a right
of first refusal as to any sale or transfer of all or substantially all of the
business and assets used by the Company for the manufacture, sale and marketing
of Licensed Products as defined in the License Agreement for the 36 month period
commencing on April 1, 1999 and ending on March 31, 2002, all on the following
terms and conditions:
1. Exercise of Option. The Licensor may, at any Time, between the date
hereof and March 31, 2001, exercise this option by delivering to the Company a
written notice (the 'Option Notice") of its election co exercise the option.
2. Purchase Price for Option. The purchase price (the "Purchase
Price") shall be five times the earnings before interest and taxes ("EBIT") of
the Company from the manufacture marketing and sale of Licensed Products as
defined in the License Agreement (hereinafter, the "Business") for the fiscal
year ending March 31, 1999 or March '31, 2000, depending on the date of exercise
of the option, less in each instance (i) all long term debt outstanding as to
the Business as at March 31, 1999 or March 31, 2000, as the case may be, and
(ii) $1,842,000.1
Upon receipt of the Option Notice, the Company shall instruct its
auditors to determine the EBIT for the Business for the relevant period by
applying generally accepted accounting principals on a consistent period for the
fiscal year then ended to the results of operations of the Business for such
fiscal year.
The Purchase Price will be determined by the Company Is EBIT as to the
Business for the year ended March 31, 2000 If such notice is given on or before
March 31, '41000 and for the year ended March 31, 2001 if such notice is given
after April 1, 2000 and before March 31, 2001.
d) Example:
Licensor exercises the option on July 15, 2000.
The price to be paid is based on EBTT of the Company for the fiscal
year ending March 31, 2001. EBIT for that Period is $1,000,000.
$1,000,000
X 5
----------
$5,000,000
-------------------------
1 The amount Of $1, 842, 000 was calculated by multiplying by five the
aver-age EBIT of the Licensor as to the Business for the three fiscal
years ending March 31, 1996, 1997 and 1998, respectively.
2
Long term debt outstanding on March 31, 2001 is $500,000.
$5,000,000
- 500, 000
----------
$4,5OO,000
-1,842,440
----------
$2,657,560
The purchase price is $2,657,560.
3. Additional Transaction. Simultaneous with the assignment of the
License Agreement and as a condition to such assignment, Licensor shall purchase
from the company (a) its accounts receivable arising out. of bona fide sales oh
Licensed Products (b) those of its fixed assets devoted to the manufacture and
sale of Licensed Products (c) its prepaid expenses and other current assets to
the extent allocable to Licensed Products and (d) all of its existing inventory
as to Licensed Products at the lower of its net wholesale price or market arid
on its customary terms or at such other value as shall be reasonably determined
by a qualified inventory appraiser. If such determination by such an appraiser
shall indicate a value lower than the Company's net wholesale price for such
inventory, the Company shall have the right for the sixty day period
commencing with delivery of such determination to it to dispose of such
inventory on such terms as it wishes.
4. Payment of Purchase Price. Amount payable hereunder shall be paid
by Licensor to the company by wire transfer ten days after delivery to the
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Licensor of the calculation by the Company's auditors of the Purchase Price,
such date being hereinafter referred to as the "Closing Date".
5. Conduct of Business Prior to the Closing Date. During the period
from the date of the Option Notice until the Closing Date, the Company agrees to
operate the Business in a manner consistent with the operating practices of
prior years and consistent with customary business practices in the industry, so
that the Business will be a going concern with no loss in the continuity of
operations.
6. Right of First Refusal. The Company hereby grants to Licensor a
right, of, first refusal to acquire the Business during the period beginning
April 1, 1999 and ending on March 31, 2002.
If during such period, the Company shall. receive an offer to acquire
the Business which it is prepared to accept, it shall promptly notify Licensor
in writing of such event and the terms arid conditions of such offer. Licensor
shall then have the right for the one hundred twenty (120) days from the date of
its receipt of the Company's notice to acquire the Business for cash at a price
equal to the present value of the consideration being offered to the company for
the Business provided Licensor shall give the Company nor-ice of its intent to
exercise this option within thirty (30)days of receipt of such notice. If
Licensor shall. nor elect within such thirty day period to acquire the Business,
then, for a sixty day period thereafter, the Company may sell the Business an
the terms and conditions described in its notice. If the Company does not sell
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the Business within such sixty day period, this right of first refusal provided
for in this agreement shall again apply.
7. Deliveries at Closing. At closing, the Company shall deliver to
Licensor an instrument of assignment as to the License Agreement and a xxxx of
sale and such other instruments of conveyance as Licensor shall reasonably
request to accomplish the assignment of the License Agreement or the sale of the
Business to Licensor, as the case may be, all on substantially the same terms
and conditions as those provided for in the purchase agreement of even date
between the Company and the Licensor with appropriate modification to reflect
the fact that the Company will. now be the seller and the Licensor the buyer.
Ski & Sports, Recreation Company, L.L.C
BY: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Date: March 8, 1999
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