EXHIBIT 99.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of May 1, 2001, between Xxxxxxx & Co. International, a Delaware
corporation (the "Buyer") and Little Switzerland, Inc., a Delaware corporation
(the "Company").
RECITALS
A. The Company and the Buyer have entered into a Stock Purchase Agreement,
dated as of the date hereof (the "Purchase Agreement"), pursuant to which the
Company has agreed to issue and sell, and the Buyer has agreed to purchase, on
the terms and subject to the conditions set forth in the Purchase Agreement,
7,410,000 shares (the "Shares") of common stock, par value $0.01 per share, of
the Company (the "Common Stock").
B. As a condition to the willingness of the Buyer to enter into the
Purchase Agreement, the Company has agreed to provide registration rights with
respect to the Registrable Securities (defined in Section 1.01(a)) on the terms
and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Buyer and the Company, on the basis
of and in reliance on their respective representations, warranties, covenants,
obligations, indemnities and agreements set forth in this Agreement, and upon
the terms and subject to the conditions contained herein, agree as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1.01. Definitions.
(a) The following terms have the following meanings for purposes of this
Agreement. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement.
"Agreement" has the meaning ascribed to that term in the Preamble.
"Applicable Law" means with respect to any Person, any international,
national, regional, federal, state or local treaty, statute, law, ordinance,
rule, administrative action, regulation, order, writ, injunction, judgment,
directive, decree or other requirement of any Governmental Authority, and any
requirements imposed by common law or case law, applicable to such Person or any
of its Affiliates or any of their respective properties, assets, officers,
directors, employees, consultants or agents (in connection with their activities
on behalf of such Person or one of its Affiliates).
"Common Stock" has the meaning ascribed to that term in the Recitals.
"Company" has the meaning ascribed to that term in the Preamble.
"Demand Registration" has the meaning ascribed to that term in Section
2.01(a).
"Demanding Security Holders" has the meaning ascribed to that term in
Section 2.02(a).
"Electing Holder" has the meaning ascribed to that term in Section 2.01(a).
"Buyer" has the meaning ascribed to that term in the Preamble.
"Governmental Authority" means any nation or government, any state or other
political subdivision thereof or any entity, authority or body exercising
executive, legislative, judicial or regulatory functions of or pertaining to
government, including any governmental or regulatory authority, agency,
department, board, commission or instrumentality, any court or tribunal.
"Holder" means a holder of Registrable Securities.
"NASD" means the National Association of Securities Dealers, Inc., or any
successor corporation thereto.
"Person" means an individual, corporation, partnership, limited liability
company, association, trust, unincorporated organization or other legal entity.
"Purchase Agreement" has the meaning ascribed to that term in the Recitals.
"Registrable Securities" means the Shares and any other shares of Common
Stock held by the Buyer. Any particular Registrable Securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale of such Registrable Securities shall have become effective under the
Securities Act and such Registrable Securities have been disposed of in
accordance with such registration statement, (ii) such Registrable Securities
have been disposed of pursuant to Rule 144 or (iii) such Registrable Securities
shall have ceased to be outstanding.
"Requesting Holder" has the meaning ascribed to that term in Section
2.01(a).
"Required Holders" means Holders who hold at least a majority of the
aggregate number of the Shares.
"SEC" means the Securities Exchange Commission (or any successor entity
thereto).
"Securities Act" means the Securities Act of 1933, as amended.
"Shares" has the meaning ascribed to that term in the Recitals.
ARTICLE 2
REGISTRATION
SECTION 2.01. Required Registration.
(a) One or more Holders (a "Requesting Holder") at any time and from time
to time may deliver a written notice to the Company requesting that the Company
effect a registration under the Securities Act covering at least 15% of the
Registrable Securities and specifying the intended method or methods of
disposition of such Registrable Securities. After receipt of any such notice,
the Company shall promptly notify all Holders in writing of the receipt of such
request. Each such Holder (an "Electing Holder"), in lieu of exercising its
rights under Section 2.02, may elect, by written notice sent to the Company
within 20 days from the date of such Holder's receipt of the notice from the
Company, to have Registrable Securities included in such registration pursuant
to this Section 2.01 (a "Demand Registration"). The Company, as expeditiously as
is possible but in any event within 90 days following receipt of the written
notice pursuant to the first sentence of this Section 2.01(a), will use its best
efforts to effect the registration under the Securities Act of all shares of
Registrable Securities which the Requesting Holders and the Electing Holders
have elected to include for sale to the extent required to permit the
disposition in accordance with the intended method or methods thereof, of such
Registrable Securities. The Company shall not be required, however, to effect
more than five Demand Registrations unless the Company shall be eligible at any
time to file a registration statement on Form S-3 (or other comparable or
successor short form) under the Securities Act, in which event there shall be no
limit on the number of Demand Registrations, but no more than one (1) such
Demand Registration shall be made during any consecutive twelve (12) month
period. A registration will not be deemed to be a Demand Registration for
purposes of the foregoing five Demand Registration limit (i) until the
registration statement relating to such registration (A) has become effective
under the Securities Act and (B) has remained effective for a period of at least
180 days (or such shorter period in which all Registrable Securities of the
Holders included in such registration have actually been sold); or (ii) if the
offering size is reduced in accordance with Section 2.02(b) such that less than
75% of the Registrable Securities sought to be included in such registration are
included. A registration will be deemed to be a Demand Registration for purposes
of the five Demand Registration limit if it is withdrawn at the request of the
Requesting Holders unless the Company is reimbursed by the Requesting Holders
for all reasonable out-of-pocket expenses incurred by the Company in connection
therewith. Notwithstanding anything herein to the contrary, the Company shall
not be required to effect any Demand Registration prior to the first anniversary
of this Agreement.
(b) Neither the Company nor any Electing Holders shall have the right to
include any securities in the Demand Registration unless (i) such securities are
of the same class as the Registrable Securities included in such registration
and (ii) if any of the Registrable Securities covered by such registration are
sold in an underwritten offering, the Company and such Electing Holders, as
applicable, agree in writing to sell their securities on the same terms and
conditions as apply to the Registrable Securities being sold. If any of the
Registrable Securities are to be sold in an underwritten offering and the
managing underwriter shall have advised the Company or any Requesting Holder
that, in its opinion, the inclusion of any securities of the Company or any
Electing Holders would materially and adversely affect the distribution of the
securities to be included in the Demand Registration by the Requesting Holders,
the Company shall limit the number of securities to be included in the Demand
Registration to the maximum number that could be marketed without materially and
adversely affecting the distribution of the securities to be included by the
Requesting Holders in the Demand Registration and shall register in the Demand
Registration (A) first, all shares of Registrable Securities for which any
Requesting Holders have requested registration pursuant to Section 2.01(a)
(allocated, if necessary, on a pro rata basis), (B) second, all Registrable
Securities requested to be included by the Electing Holders (allocated, if
necessary, on a pro rata basis), and (C) third, all securities proposed to be
included by the Company in the Demand Registration.
SECTION 2.02 Incidental Registration.
(a) If the Company at any time proposes to file on its behalf or on behalf
of any of its security holders (the "Demanding Security Holders") a registration
statement under the Securities Act on any form (other than a registration
statement on Form S-4 or S-8 or any successor form for securities to be offered
in a transaction of the type referred to in Rule 145 under the Securities Act or
to employees of the Company pursuant to any employee benefit plan, respectively)
for the registration of securities, it will give written notice to all Holders
at least 30 days before the initial filing with the SEC of such registration
statement. The notice shall set forth the intended method of disposition of the
securities proposed to be registered by the Company and shall offer to include
in such filing the aggregate number of shares of Registrable Securities as such
Holders may request. Each Holder desiring to have Registrable Securities
registered under this Section 2.02 shall advise the Company in writing within 20
days after the date of receipt of such offer from the Company, setting forth the
amount of such Registrable Securities for which registration is requested. The
Company shall include in such filing the number of shares of Registrable
Securities for which registration is so requested, subject to Section 2.02(b),
and shall use its best efforts to effect registration under the Securities Act
of such shares.
(b) The Holders of Registrable Securities shall not have the right to
include any Registrable Securities in such filing unless (i) such Registrable
Securities are of the same class as the securities included in such registration
and (ii) if any of the securities covered by such registration are sold in an
underwritten offering, the Holders of Registrable Securities agree in writing to
sell their Registrable Securities on the same terms and conditions as apply to
the securities being sold by the Company and the Demanding Security Holders. If
the managing underwriter of a proposed public offering shall advise the Company
in writing that, in its opinion, the inclusion of the Registrable Securities
requested to be included in the registration concurrently with the securities
being registered by the Company or the Demanding Security Holders would
materially and adversely affect the distribution of such securities by the
Company or the Demanding Security Holders, the number of securities to be
included in the registration shall be reduced to the maximum number that could
be marketed without materially and adversely affecting the distribution of the
securities to be included by the Company or the Demanding Security Holders in
such registration and the Company shall register (A) first, such securities, if
any, which the Company proposes to sell in such registration, (B) second, such
securities which are sought to be included by the Demanding Security Holders in
such registration pursuant to contractual registration rights in existence on
the date of this Agreement (allocated, if necessary, on a pro rata basis), and
(C) third, Registrable Securities which are sought to be included in such
registration by the Holders (allocated, of necessary, on a pro rata basis).
Except as otherwise provided in Section 3.02, all expenses of such registration
shall be borne by the Company.
ARTICLE THREE
PROCEDURES
SECTION 3.01. Registration Procedures. In connection with the Company's
registration obligations pursuant to Section 2.01 or 2.02, the Company, as
expeditiously as possible, will take the following actions:
(a) The Company will prepare and file with the SEC a registration statement
with respect to such Registrable Securities and will use its best efforts to
cause such registration statement to be declared and to remain effective for a
period of time required for the disposition of such Registrable Securities by
the Holders thereof, but not to exceed 180 days.
(b) After the filing of the registration statement with the SEC, the
Company promptly will notify each Holder of Registrable Securities covered by
such registration statement of any stop order issued or threatened by the SEC or
any state securities commission under state blue sky laws and will take all
reasonable actions required to prevent the entry of such stop order or to remove
it if entered.
(c) The Company will prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of all securities covered by such
registration statement until the earlier of such time as all of such securities
have been disposed of in a public offering and the expiration of 180 days.
(d) The Company will furnish to the selling security holders such number of
copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents, as such
selling Holders reasonably may request.
(e) The Company immediately will notify each Holder holding 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
occurrence of an event requiring the preparation of a supplement or amendment to
such prospectus so that, as so amended or supplemented, such prospectus would
not contain an 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
not misleading.
(f) The Company will use its best efforts to register or qualify the
Registrable Securities covered by such registration statement under such
securities or blue sky laws of such jurisdictions within the United States and
Puerto Rico as each Holder of such Registrable Securities reasonably shall
request. The Company shall not be obligated, however, to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this paragraph (f), (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction. The Company will take such other acts and do such other things as
may be reasonably required of it to enable such Holder to consummate the
disposition in such jurisdiction of the Registrable Securities covered by such
registration statement.
(g) The Company will furnish, at the request of any Requesting Holder, on
the date that such Registrable Securities are delivered to the underwriters for
sale pursuant to such registration or, if such Registrable Securities are not
being sold through underwriters, on the date that the registration statement
with respect to such Registrable Securities becomes effective (1) an opinion,
dated such date, of the independent counsel representing the Company for the
purposes of such registration, in customary form and covering matters of the
type customarily covered in such legal opinions and (2) a comfort letter, dated
such date, from the independent certified public accountants of the Company, in
a customary form and covering matters of the type customarily covered by such
comfort letters and as the underwriters or the Requesting Holders shall
reasonably request. Such opinion of counsel shall additionally cover such other
legal matters with respect to the registration in respect of which such opinion
is being given as the Requesting Holders may reasonably request. Such letter
from the independent certified public accountants of the Company shall
additionally cover such other financial matters (including information as to the
period ending not more than ten days prior to the date of such letter) with
respect to the registration in respect of which such letter is being given as
the Requesting Holders may reasonably request.
(h) The Company will enter into customary agreements, including an
underwriting agreement in customary form, and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities. (i) The Company otherwise will use its best efforts to
comply with all applicable rules and regulations of the SEC, and make available
to its security holders as soon as reasonably practicable but not later than 18
months after the effective date of the registration statement, an earnings
statement covering the period of at least 12 months beginning with the first
full month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act.
It shall be a condition precedent to the obligation of the Company to
take any action pursuant to this Agreement in respect of the Registrable
Securities that are to be registered at the request of any Holder that such
Holder shall furnish to the Company such information regarding the securities
held by such Holder and the intended method of disposition thereof as the
Company shall reasonably request and as shall be required in connection with the
action taken by the Company.
SECTION 3.02. Expenses. All expenses incurred in complying with this
Agreement, including all registration and filing fees and all expenses incident
to filing with the NASD, printing, messenger, telephone and delivery expenses,
customary fees and disbursements of underwriters except as set forth below, fees
and disbursements of counsel for the Company, the reasonable fees and expenses
of not more than one firm of attorneys for the selling security holders
(selected by those holding a majority of the Registrable Securities being
registered), expenses of any special audits or "cold comfort" letters incident
to or required by any such registration, expenses of complying with the
securities or blue sky laws of any jurisdiction pursuant to Section 3.01(f) and
fees and expenses of any other Person retained by the Company, shall be paid by
the Company. The Company shall not, however, be liable for any fees, discounts
or commissions to any underwriter attributable to the securities sold by such
Holder or any fees or disbursements of counsel for any underwriter.
SECTION 3.03. Holdback Agreements. Unless the managing underwriter
otherwise agrees (in the case of Registrable Securities being sold through
underwrites), the Company (i) shall not effect any public or private sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and the 120 days after the effective date of the registration statement filed in
connection with Section 2.01 or 2.02 except as part of such underwritten
registration and except pursuant to registrations on Form S-4 or Form S-8 or any
successor forms thereto.
SECTION 3.04. Indemnification and Contribution.
(a) In the event of any registration of any Registrable Securities pursuant
to this Agreement, the Company shall indemnify and hold harmless the Holder of
such Registrable Securities, such Holder's directors, officers, and employees
and each other Person (including each underwriter) who participated in the
offering of such Registrable Securities and each other Person, if any, who
controls such Holder or such participating Person within the meaning of the
Securities Act, against any losses, claims, damages, liabilities or expenses, to
which such Holder or any such director, officer or employee or participating
Person or controlling Person may become subject under the Securities Act or any
other applicable law, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof), arise out of or are based upon (i) any
alleged untrue statement of any material fact contained, on the effective date
thereof, in any registration statement under which such securities were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, or (ii)
any alleged omission to state therein a material fact required to be stated or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses are caused by any such actual
or alleged untrue statement or omission so made in strict conformity with
information furnished in writing to the Company by such Holder or on such
Holder's behalf expressly for use therein.
(b) In connection with any registration statement in which a Holder is
participating, such Holder will, severally but not jointly, indemnify and hold
harmless the Company, its directors, officers and employees and each Person, if
any, who controls the Company within the meaning of the Securities Act, against
any losses, claims, damages, liabilities or expenses to which the Company or any
such director, officer or employee or other Person may become subject, insofar
as such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) arise out of or are based upon information in writing furnished to the
Company by such Holder expressly for use in (and such information is contained
in) any registration statement under which securities were registered under the
Securities Act at the request of such Holder, any preliminary prospectus or
final prospectus contained therein or any amendment or supplement thereto.
Notwithstanding the provisions of this Section 3.04(b) or 3.04(c), no Holder
shall be required to indemnify any Person pursuant to this Section 3.04 or to
contribute pursuant to Section 3.04(c) below in an amount in excess of the
amount of the aggregate net proceeds received by such Holder in connection with
any such registration under the Securities Act.
(c) If the indemnification provided for in this Section 3.04 from the
indemnifying party is unavailable to an indemnified party hereunder or
insufficient to hold the indemnified party harmless in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions that resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 3.04(c) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
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.
SECTION 3.05. Certain Limitations on Registration Rights. The registration
rights granted pursuant to this Agreement shall be subject to the following
limitations:
(a) The Company shall not be obligated to register the Registrable
Securities of any Holder if, in the opinion of counsel to the Company reasonably
satisfactory to the Holder and its counsel, the sale or other disposition of
such Holder's Registrable Securities may be effected in the manner proposed by
such Holder without registering such Registrable Securities under the Securities
Act.
(b) The Company shall not be obligated to register the Registrable
Securities of any Holder pursuant to Section 2.01(a) if the Company has had a
registration statement, under which such Holder had a right to have its
Registrable Securities included pursuant to Section 2.01 or 2.02, declared
effective within six months prior to the date of the request pursuant to Section
2.01(a); provided, however, that if any Holder elected to have shares of its
Registrable Securities included under such registration statement but some or
all of such shares were excluded then such six-month period shall be reduced to
three months.
(c) The Company shall have the right to delay the filing or effectiveness
of a registration statement required pursuant to Section 2.01(a) hereof not more
than twice during any 12-month period aggregating not more than 60 days, in the
event that (i) the Company would, in accordance with the opinion of its counsel,
be required to disclose in the prospectus information not otherwise then
required by law to be publicly disclosed and (ii) in the judgment of the
Company's Board of Directors, there is a reasonable likelihood that such
disclosure, or any other action to be taken in connection with the prospectus,
would materially and adversely affect any existing or prospective material
business situation, transaction or negotiation or otherwise materially and
adversely affect the Company.
SECTION 3.06. Selection of Managing Underwriters. The managing underwriter
or underwriters for any offering of Registrable Securities pursuant to a Demand
Registration shall be selected by the holders of a majority of the Registrable
Securities being so registered and shall be reasonably acceptable to the
Company.
ARTICLE 4
MISCELLANEOUS
SECTION 4.01. No Inconsistent Agreements. The Company will not enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders in this Agreement. Without limiting the generality
of the foregoing, the Company shall not, without the prior written consent of
the Required Holders, enter into any agreement with any holder or prospective
holder of any securities of the Company that would allow such holder or
prospective holder to include such securities in any registration filed under
Section 2.01 or 2.02 unless under the terms of such agreement such holder or
prospective holder may include such securities in any such registration only to
the extent that the inclusion of his securities will not reduce the amount of
the Registrable Securities of the Holders which is included.
SECTION 4.02. Remedies. Each Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
waives the defense in any action for specific performance that a remedy at law
would be adequate. In any action or proceeding brought to enforce any provision
of this Agreement or where any provision hereof is validly asserted as a
defense, the successful party shall be entitled to recover reasonable attorneys'
fees in addition to any other available remedy.
SECTION 4.03. Amendment; Waiver. The provisions of this Agreement may not
be amended, and waivers or consents to departure from such provisions may not be
given, unless the Company has obtained the written consent of the Required
Holders or with respect to a Demand Registration, the Requesting Holders. No
failure or delay by any party in exercising any right, power or privilege under
this Agreement shall operate as a waiver of such right, power or privilege nor
shall any single or partial exercise of any right, power or privilege preclude
any other or further exercise of such right, power or privilege or the exercise
of any other right, power or privilege. Except as otherwise provided in this
Agreement, the rights and remedies provided under this Agreement shall be
cumulative and not exclusive of any rights or remedies provided by law.
SECTION 4.04. Notices. All notices and communications to be given or made
by any party under this Agreement shall be in writing and delivered by
hand-delivery, registered first class mail (return receipt requested),
facsimile, or air courier guaranteeing overnight delivery, addressed as follows,
or to such other Person or address as the party named below may designate by
notice:
(a) If to any Holder, at its last known address appearing on the books of
the Company maintained for such purpose.
(b) If to the Company:
Little Switzerland, Inc.
161-B Crown Bay
X.X. Xxx 000
Xx. Xxxxxx, X.X. Xxxxxx Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
email: xxxxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx
With a copy to:
Xxxx X. Xxxxxxx, Esq.
Proskauer Rose LLP
0000 Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxxx@xxxxxxxxx.xxx
All such notices, requests and other communications shall be deemed to
have been received on the date of delivery thereof (if delivered by hand), on
the third day after the mailing thereof (if mailed), on the next day after the
sending thereof (if by overnight courier) and when receipt is confirmed as
provided above (if telecopied).
SECTION 4.05 Merger or Consolidation of the Company. If the Company is a
party to any merger, consolidation or other transaction pursuant to which the
Registrable Securities are converted into or exchanged for securities or the
right to receive securities of any other Person, the issuer of such securities
shall assume all obligations of the Company under this Agreement. The Company
will not effect any merger, consolidation or other transaction as described in
the immediately preceding sentence unless such other Person complies with this
Section 4.05.
SECTION 4.06 Binding Effects; Benefits. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
assigns including any Person to whom Registrable Securities are transferred and
no other Person shall have any right, benefit or obligation under this
Agreement.
SECTION 4.07. GOVERNING LAW. This Agreement, the transactions contemplated
hereby the rights and obligations of the parties hereto, and any disputes or
controversies arising therefrom shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without regard to its
principles of conflict of laws that would provide for the application of any
other law.
SECTION 4.08. Captions. The captions, headings and arrangements used in
this Agreement are for convenience only and do not in any way affect, limit or
amplify the provisions hereof.
SECTION 4.09. Entirety. This Agreement contains the entire agreement and
understanding between the parties with respect to the matters addressed herein
and supersedes all prior representations, inducements, promises or agreements,
oral or otherwise, which are not embodied herein.
SECTION 4.10. Counterparts. This Agreement may be executed in multiple
counterparts, each of which will be deemed an original for all purposes and all
of which will be deemed collectively to be one agreement. Execution may be
effected by delivery of facsimiles of signature pages, followed by delivery of
originals of such pages.
SECTION 4.07 Section and Other Headings. The section and other headings in
this Agreement are for convenience only and shall not affect the meaning or
interpretation of this Agreement.
SECTION 4.08 Severability. If one or more provisions of this Agreement are
held to be unenforceable to any extent under Applicable Law, such provision
shall be interpreted as if it were written so as to be enforceable to the
maximum extent permitted by law so as to effectuate the parties' intent to the
maximum extent, and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its terms
to the maximum extent permitted by Applicable Law.
IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute and deliver this Agreement as of the first date
written above.
XXXXXXX & CO INTERNATIONAL, a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President & Secretary
LITTLE SWITZERLAND, INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: President
