PURCHASE AGREEMENT BY AND AMONG TOMMY HILFIGER CORPORATION, TOMMY HILFIGER B.V., TOMMY HILFIGER HOLDING S.À.R.L., STICHTING ADMINISTRATIEKANTOOR ELMIRA, ASIAN AND WESTERN CLASSICS B.V. (solely for the purpose of Section 3.20, Section 4.3, Section 9.2...Purchase Agreement • May 17th, 2010 • Tommy Hilfiger Holding Sarl • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2010, is made by and among TOMMY HILFIGER CORPORATION, a British Virgin Islands corporation (“BVI Seller”), TOMMY HILFIGER B.V., a Dutch limited liability company (the “Company”), TOMMY HILFIGER HOLDING S.À.R.L., a Luxembourg limited liability company (“Lux Seller”), STICHTING ADMINISTRATIEKANTOOR ELMIRA, a foundation under Dutch law (stichting) (the “Foundation”, together with Lux Seller, the “Sellers”), PHILLIPS-VAN HEUSEN CORPORATION, a Delaware corporation (“Buyer”), PRINCE 2, B.V., a Dutch private company with limited liability and an indirect wholly owned subsidiary of Buyer (“BV Buyer”, together with Buyer, the “Buyers”) and, solely for the purpose of Section 3.20, Section 4.3, Section 9.2 and ARTICLE 10, ASIAN AND WESTERN CLASSICS B.V., a Dutch limited liability company (“KL Company”). The Company, Sellers and Buyer shall be referred to herein from time to time collectively as the “Parties”.
JOINT FILING AGREEMENTJoint Filing Agreement • May 17th, 2010 • Tommy Hilfiger Holding Sarl • Men's & boys' furnishgs, work clothg, & allied garments
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
STOCKHOLDERS AGREEMENT Dated as of May 6, 2010 by and among Phillips-Van Heusen Corporation, Tommy Hilfiger Holding S.a.r.l, Stichting Administratiekantoor Elmira, Apax Europe VI-A, L.P., Apax Europe VI-1, L.P., Apax US VII, L.P. and each of the Other...Stockholders Agreement • May 17th, 2010 • Tommy Hilfiger Holding Sarl • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of May 6, 2010 (this “Agreement”), by and among Phillips-Van Heusen Corporation, a Delaware corporation (the “Company”), Tommy Hilfiger Holding S.a.r.l., a Luxembourg limited liability company (“LuxCo”), Stichting Administrekantoor Elmira, a foundation under Dutch law (stichting) (the “Foundation”), Apax Europe VI-A, L.P., a limited partnership under English law (“Apax Europe VI-A, L.P.”), Apax Europe VI-1, L.P., a limited partnership under English law (“Apax Europe VI-1, L.P.”), Apax US VII, L.P., an exempted limited partnership under Cayman Islands law (“Apax US VII, L.P.”) and each of the other signatories hereto (together with Apax, LuxCo and the Foundation referred to hereinafter collectively as the “Investors” and individually as an “Investor”).
