AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and among HARTMARX CORPORATION, and certain of its subsidiaries named herein as Sellers, and EMERISQUE BRANDS UK LIMITED and SKNL NORTH AMERICA, B.V. as Purchasers Dated as of June 1, 2009Asset Purchase Agreement • June 5th, 2009 • Hartmarx Corp/De • Apparel & other finishd prods of fabrics & similar matl • New York
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2009 (the “Effective Date”), is made by and among Hartmarx Corporation, a Delaware corporation (“Parent”) and the selling subsidiaries named on Appendix I hereto (collectively, other than Canadian Sub, the “Sellers”), Emerisque Brands UK Limited, a company formed under the laws of England and Wales (“Emerisque”) and SKNL North America, B.V., a company incorporated under the laws of The Netherlands (“SKNL”, collectively with Emerisque and any of their permitted designees, the “Purchasers”), and, for purposes of Sections 7.2(c) and 8.10 only, S. Kumars Nationwide Limited, a company incorporated under the laws of India (“SKNL Parent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article IX.
