ASSET PURCHASE AGREEMENT by and among EL LEATHER ACQUISITION LLC TEDDY & ARTHUR EDELMAN, LIMITED JOHN EDELMAN EDELMAN FAMILY GRANTOR RETAINED ANNUITY TRUST and JOHN MCPHEE September 13, 2007Asset Purchase Agreement • September 14th, 2007 • Knoll Inc • Miscellaneous furniture & fixtures • New York
Seller is engaged in the business of manufacturing, finishing, marketing, promoting, selling and distributing leather, leather related products and furniture throughout the world (collectively, the “Business”). Edelman, Trust and McPhee are the only equity owners of Seller and are referred to herein individually as a “Shareholder” and collectively as the “Shareholders.” The Parties desire that Seller sell and Buyer acquire substantially all of Seller’s assets and assume certain liabilities of Seller, all on the terms and subject to the conditions set forth in this Asset Purchase Agreement (the “Agreement”). Buyer, Seller and the Shareholders are sometimes individually referred to herein as a “Party” and sometimes collectively referred to herein as the “Parties”.
