0001193125-11-006777 Sample Contracts

ASSET PURCHASE AGREEMENT by and among RAFAELLA APPAREL GROUP, INC., RAFAELLA APPAREL FAR EAST LIMITED and VERRAZANO, INC. and PERRY ELLIS INTERNATIONAL, INC. Dated as of January 7, 2011
Asset Purchase Agreement • January 12th, 2011 • Perry Ellis International Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

This Asset Purchase Agreement, dated as of January 7, 2011 (this “Agreement”), is by and among Rafaella Apparel Group, Inc., a Delaware corporation (“Rafaella”), Rafaella Apparel Far East Limited, a Hong Kong limited company (“Rafaella Apparel Far East”), and Verrazano, Inc., a New York corporation (“Verrazano” and collectively with Rafaella, Rafaella Apparel Far East and Verrazano, the “Sellers”), and Perry Ellis International, Inc., a Florida corporation (“Purchaser” and collectively with the Sellers, the “Parties”).

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