ASSET PURCHASE AGREEMENT
THIS IS AN ASSET PURCHASE AGREEMENT (the "Agreement")
dated as of January 28, 1995, by and between LEVI'S ONLY STORES,
INC., a Delaware corporation ("LOS"), and DESIGNS, INC., a
Delaware corporation ("Designs"). Designs and LOS are sometimes
referred to individually as a "Party" and together as the
"Parties".
B A C K G R O U N D
Designs operates two retail stores on adjacent leased
premises in the Mall of America in Bloomington, Minnesota (each a
"Store" and together the "Stores"). One Store sells Levi's(R)
branded adult jeans and jeans-related products and the other
Store sells Dockers(R) products. Designs and LOS desire that LOS
acquire the Stores on the terms and conditions set forth in this
Agreement.
ACCORDINGLY, THE PARTIES HEREBY AGREE AS FOLLOWS:
ARTICLE 1
DEFINITIONS
1.1 Definitions
When used with initial capital letters in this
Agreement, the following terms have the following meanings:
"Affiliate" means, with respect to any Person, any
other Person which directly or indirectly Controls, is Controlled
by, or is under common Control with, the specified Person.
"Asset Statement" has the meaning set forth in
Section 2.5 of this Agreement.
"Base Rate" means the "base" or "reference" rate of
interest quoted, from time to time, by Bank of America, N.T. &
S.A. at its headquarters in San Francisco, California. Any
interest rate specified in this Agreement based upon the "Base
Rate" shall be adjusted, from time to time, whenever the Base
Rate changes. However, under no circumstances shall the Base
Rate at any time exceed the maximum rate permitted by applicable
law.
"Closing" means the signing and delivery of the
Transaction Documents.
"Closing Date" means the date the Closing takes place.
"Contracts" has the meaning set forth in
Subsection 2.1(c) of this Agreement.
"Control", as applied to any Person, means (and the
terms "Controls", "Controlling", "Controlled by" and "under
common Control with" refer to) the direct or indirect ownership
of stock or other equity interests, or contract or other rights,
in any such case entitling their holder to elect at least
50 percent of the directors or similar functionaries of that
Person.
"Covered Employees" has the meaning set forth in
Section 4.9 of this Agreement.
"Damages" means all losses, liabilities, damages,
deficiencies, judgments, assessments, interests, penalties,
fines, costs and expenses (including, without limitation, fees,
disbursements and other charges of attorneys, accountants,
consultants, experts and other professionals and irrespective of
whether any underlying liability is established). However,
"Damages" shall not include any punitive, exemplary or similar
damages, it being understood that punitive, exemplary and similar
damages shall not be recoverable for any breach of this
Agreement.
"Lien" means any mortgage, deed of trust, security
interest, retention of title or lease for security purposes,
pledge, charge, encumbrance, claim, easement, right of way,
covenant, restriction, leasehold interest or other right of any
kind of any Person in or with respect to any property.
"LS&CO." means Levi Strauss & Co., a Delaware
corporation.
"Person" means any individual or entity including,
without limitation, any government body.
"Purchase Prices" has the meaning set forth in Section
2.3 of this Agreement.
"Store Assets" has the meaning set forth in
Sections 2.1 and 2.2 of this Agreement.
"Stores" has the meaning set forth in the "Background"
paragraph of this Agreement.
"Transaction Documents" means this Agreement and all
other documents, certificates and instruments signed and
delivered by one or both of the Parties in order to effect the
Closing.
1.2 Accounting Terms. For purposes of this Agreement, all
accounting terms not otherwise defined in this Agreement have the
meanings assigned to them by generally accepted accounted
principles.
ARTICLE 2
THE BASIC TRANSACTION
2.1 Purchase and Sale. At the Closing, Designs shall sell
and transfer to LOS, and LOS shall purchase from Designs, all of
Designs' right, title and interest in and to the Store Assets.
The Store Assets consist of:
(a) the lease agreements for the real estate occupied
by the Stores identified on Schedule 2.1 to this Agreement (the
"Leases");
(b) all fixtures and tangible personal property owned
by Designs and either located at either Store at the Closing or
in any event normally located at either Store (including, for
example, all furniture, equipment, inventory and copies, but not
originals, of records) and
(c) except as explained in Subsection 2.1(d), all
rights that accrue after the Closing under all leases for
fixtures and tangible personal property either located at a Store
at the Closing or in any event normally located at a Store, and
all rights that accrue after the Closing under all other
contracts and understandings to which Designs is a party
respecting any goods or services (for example, utilities) that
are used or consumed at a Store (the Leases and such contracts
and understandings being referred to collectively as the
"Contracts"). The Contracts include, without limitation, all of
Designs' rights under purchase orders for LS&CO. products
designated for delivery to either Store on or after the Closing
Date.
(d) Notwithstanding Subsection 2.1(c), certain
Contracts relate also to tangible personal property, other items
or services that are used at stores owned or operated by Designs
other than the Stores. An example is the Contract or Contracts
under which Designs purchases fire protection and HVAC
maintenance services. Those Contracts shall not be assigned to,
or assumed by, LOS. Instead LOS shall obtain substitutes for
such Contracts to use in the operation of the Stores.
Schedule 2.1 to this Agreement is a list of the Store Assets
segregated by Store. However, Schedule 2.1 does not include
items of owned tangible property and leases respecting tangible
property that in either case had an original cost of less than
$1,000. Because Designs prepared Schedule 2.1, any failure to
identify any Store Assets on Schedule 2.1 shall not prejudice
LOS' right to those assets.
2.2 Excluded Assets. Despite Section 2.1, the Store Assets
do not include:
(a) cash, cash equivalents, accounts receivable,
deposits, claims, rights to refunds, point-of-sale registers,
printers, LED displays, backroom terminals, ticket machines,
ticket stock, scanners and time clocks and
(b) close-out, irregular and end-out-season product
identified on Schedule 2.2 to this Agreement.
2.3 Purchase Price. The purchase price for the Store
Assets (the "Purchase Price") shall equal:
CPE + GFA + I - P + L
where
CPE = the capitalized pre-opening expenses of
the Stores
GFA = the gross fixed assets of the Stores as
of the opening of business on the
Closing Date (other than the video walls
and any other fixed assets that are
Excluded Assets)
I = the inventories (not constituting
Excluded Assets) located at or already
ordered for either Store as of the
opening of business on the Closing Date
that, as of that time, have not been
sold by Designs but have been (or later
are) paid for by Designs
P = the cumulative profit (if any) of each
Store from the date each Store was
opened to the opening of business on the
Closing Date
L = the cumulative losses (if any) of each
Store from the date each Store was
opened to the Closing Date
Schedule 2.3 to this Agreement explains the manner in which the
elements of this formula will be determined.
2.4 Payment. At the Closing, LOS shall pay Designs
$1,275,000 in cash. That figure represents the Parties'
preliminary estimate of the Purchase Price. LOS shall wire that
sum to an account designated by Designs.
2.5 Adjustment. After the Closing, the Parties shall
determine the exact Purchase Price as follows:
(a) Within 60 days after the Closing, Designs shall
deliver a statement to LOS setting forth all the figures needed
to apply the formula in Section 2.3 (the "Asset Statement"). The
Asset Statement shall be certified by Designs' Chief Financial
Officer as having been prepared in accordance with generally
accepted accounting principles but subject to the rules set forth
on Schedule 2.3. Within 30 days after Designs delivers the Asset
Statement, LOS shall (i) accept that statement or (ii) furnish
Designs with a statement objecting to one or more of the figures
in the Asset Statement and the basis for its objections and/or
requiring that one or more of the figures in the Asset Statement
be audited. If LOS does not respond within those 30 days, LOS
shall be considered to have accepted the Asset Statement.
Designs shall furnish LOS and its representatives with all
information reasonably requested by LOS or its representatives to
enable them to assess the Asset Statement both during and after
that 30-day period.
(b) If LOS timely objects to any aspect of the Asset
Statement or, in any event, LOS requests that one or more figures
in the Asset Statement be audited, the open issues shall be
resolved or the audit performed by an accounting firm jointly
selected by the accounting firms normally used by LOS and
Designs. The firm selected shall be instructed to resolve the
matters in controversy within 30 days after it is selected or as
soon thereafter as is reasonable. The Parties shall furnish that
firm with all information it reasonably requests in order to
perform its task and meet that schedule. That firm's resolution
of the open issues shall bind both Parties. LOS shall pay the
fees and expenses of that firm.
(c) Within three days after the final Asset Statement
has been completed (whether by acquiescence, negotiation or
submission to the third accounting firm), LOS shall pay an
additional amount to Designs or Designs shall refund an amount to
LOS (whichever is appropriate) equal to the amount by which the
Purchase Price shown on the final Asset Statement differs from
the estimated amount that LOS paid to Designs at Closing under
Section 2.4. That payment or refund shall be accompanied by
interest from the Closing Date to the date of the payment or
refund calculated at the Base Rate.
2.6 Assumptions. Subject to the accuracy of Designs'
representations and warranties set forth in the first three
sentences of Section 4.6 of this Agreement and except as set
forth in Subsection 2.1(d), at the Closing, LOS shall assume
Designs' obligations under each Contract, to the extent (but only
to the extent) that those obligations accrue after the Closing.
2.7 Gift Certificates and Credits. Before the Closing,
Designs issued gift certificates and merchandise credits that are
redeemable at the Stores. A number of those certificates and
credits are still outstanding. LOS shall honor those
certificates and credits after the Closing. LOS shall
periodically submit copies of those gift certificates and
merchandise credits redeemed after the Closing to Designs or,
instead, a statement listing the serial numbers and face amounts
of those redeemed certificates and credits. Within ten days
after each such submission, Designs shall pay LOS an amount equal
to the total face amount of the redeemed certificates and credits
that were the subject of that submission.
2.8 No Other Assumptions. LOS shall not assume any
obligations or liabilities of Designs, except as expressly
provided in Sections 2.6 and 2.7. For example, Designs shall
retain and discharge all obligations and liabilities associated
with its employees, including all of its employees who are hired
by LOS, for the period they were or are employed by Designs,
including, without limitation, any and all obligations and
liabilities for severance, vacation, personal time and sick time.
2.9 Prorations. In order to implement this Article 2,
Designs and LOS shall prorate, as between them, all expenses
associated with the Store Assets and the operation of the Stores.
They shall do that as of the opening of business on the Closing
Date. Examples are utilities, rent (including, for example,
common area maintenance charges), insurance premiums (unless and
to the extent LOS displaces existing coverage with other
coverage), HVAC maintenance charges and security service charges.
The prorations shall be based on the number of days elapsed
during the relevant period that includes the Closing Date, unless
such proration period would be manifestly unfair. An example of
such "unfairness" would be a waterpipe break at a Store, two days
after the Closing Date, that results in charges for one million
gallons of water on the water bill for that Store for the period
that includes the Closing Date. Under that circumstance, LOS
would pay those incremental charges.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF LOS
LOS represents and warrants to Designs that, except as
shown on Schedule 3, as of the Closing:
3.1 Organization and Authority. LOS is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Delaware. LOS has also qualified to conduct
business or is in the process of qualifying to conduct business
in the State of Minnesota. LOS has all requisite power and
authority to enter into and perform the Transaction Documents.
The signing, delivery and performance by LOS of the Transaction
Documents have been duly and validly authorized by all necessary
corporate action on the part of LOS. Each Transaction Document
constitutes a valid and binding obligation of LOS enforceable
against LOS in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization,
moratorium and other laws that generally affect creditors and
except as may be limited by general principles of equity. The
signing, delivery and performance by LOS of each Transaction
Document will not: (a) violate or conflict with any provision of
LOS' Certificate of Incorporation or Bylaws, (b) violate,
conflict with or result in a breach or termination of any
contract or other instrument to which LOS is a party or by which
any of its assets is bound, (c) result in the creation of any
Lien on any assets of LOS, (d) violate any judgment, order,
injunction, decree or award that binds LOS or any of its assets
or (e) constitute a violation of law.
3.2 Consents and Approvals. Schedule 3.2 to this
Agreement lists all consents and approvals of, and filings and
registrations with, all Persons required in order for LOS to
sign, deliver and perform the Transaction Documents. An example
is consents from LS&CO.'s lenders. LOS has obtained all of those
consents and approvals and made all of those filings and
registrations.
3.3 Litigation and Claims. Subject to Schedule 3.3, there
is no suit, action, investigation or other proceeding pending or,
to the best knowledge of LOS, threatened against LOS relating to
any of the transactions contemplated by this Agreement.
3.4 Brokers and Finders. Subject to Schedule 3.4, no
broker, finder or other Person acting on behalf of LOS is or will
be entitled to any commission, fee or reimbursement in connection
with any of the transactions contemplated by this Agreement.
Designs shall have no liability to pay any broker, finder or
other Person, who may have acted on behalf of LOS, for any
commission, fee or reimbursement in connection with the
transactions contemplated by this Agreement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF DESIGNS
Designs represents and warrants to LOS that, except as
shown on Schedule 4, as of the Closing:
4.1 Organization and Authority. Designs is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Delaware. Designs is also duly qualified to
conduct business and is in good standing in the State of
Minnesota. Designs has all requisite power and authority to
lease and operate the Stores, to carry on the business of the
Stores and to enter into and perform the Transaction Documents.
The signing, delivery and performance by Designs of the
Transaction Documents have been duly and validly authorized by
all necessary corporate action on the part of Designs. Each
Transaction Document constitutes a valid and binding obligation
of Designs and is enforceable against Designs in accordance with
its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws that
generally affect creditors and except as may be limited by
general principles of equity. The signing, delivery and
performance by Designs of each Transaction Document will not:
(a) violate or conflict with any provision of Designs'
Certificate of Incorporation or Bylaws, (b) violate, conflict
with or result in a breach or termination of any contract or
other instrument (including any Contract) to which Designs is a
party or by which any of its assets (including any Store Assets)
is bound, (c) result in the creation of any Lien on any assets of
Designs (including any Store Assets), (d) violate any judgment,
order, injunction, decree or award that binds Designs or any of
its assets (including any Store Assets) or (e) constitute a
violation of law.
4.2 Consents, Permits and Approvals. Schedule 4.2 to this
Agreement lists all consents, permits and approvals of, and
filings and registrations with, all Persons required in order for
Designs to sign, deliver and perform the Transaction Documents
and to enable LOS to continue to conduct, at each Store after the
Closing, the business that Designs conducted at that Store before
the Closing. Examples are consents from landlords under the
Leases, consents from other parties under other Contracts,
consents from Designs' lenders, and transferred or reissued
operating permits. Designs has obtained all of those consents,
permits and approvals and made all of those filings and
registrations.
4.3 Litigation and Claims. There is no suit, action,
investigation or other proceeding pending or, to the best
knowledge of Designs, threatened against Designs relating to any
of the transactions contemplated by this Agreement, any of the
Store Assets (whether a Contract or another asset), either Store
or any aspect of the business conducted at either Store. Nor is
there any outstanding judgment, order, injunction, decree or
award that binds Designs with respect to, or otherwise affects,
any of the Store Assets (whether a Contract or another asset),
either Store or any aspect of the business conducted at either
Store.
4.4 Compliance with Laws. Before the Closing, Designs was
conducting the business of the Stores in substantial compliance
with all laws applicable to Designs including, for example, all
laws relating to employees, safety, the environment, consumer
protection and land use.
4.5 Title and Condition. At the Closing, Designs is
conveying to LOS good title in and to all the Store Assets free
and clear of all Liens. Immediately after the Closing, LOS will
have good title to all the Store Assets free and clear of all
Liens. To the best knowledge of Designs: (i) there are no
material defects in the premises covered by either of the Leases
or the real estate on which those premises are located; (ii) the
utilities and other systems that serve those premises and real
estate are in normal working order and condition, ordinary wear
and tear excepted and (iii) all the material fixtures, equipment,
furniture and vehicles that are included among the Store Assets,
as well as all the material fixtures, equipment, furniture and
vehicles leased or otherwise used at the Stores, are also in
normal working order and condition, ordinary wear and tear
excepted.
4.6 Contracts. All the Contracts are identified on
Schedule 2.1. They constitute all the Contracts relating to
either Store or the business conducted at either Store. Designs
has given LOS correct and complete copies of all the Contracts,
including copies of all amendments to all the Contracts and all
material written waivers of rights under all the Contracts. All
the Contracts are legal, valid and binding obligations of
Designs. To the knowledge of Designs, all the Contracts are also
legal, valid and binding obligations of the other parties to the
Contracts. Neither Designs nor, to the knowledge of Designs, any
other party to any Contract is in material default under any
Contract. Neither Designs nor, to the knowledge of Designs, any
other such party has repudiated or purported to repudiate any
Contract. No party to any Contract is an Affiliate, director or
officer of Designs.
4.7 Financial Statements. Schedule 4.7 contains an income
statement and a balance sheet for the Stores for the periods and
as of the dates indicated on Schedule 4.7. That income statement
and balance sheet were prepared in accordance with generally
accepted accounting principles except to the extent indicated on
Schedule 4.7.
4.8 Employees. Designs is not a party to any collective
bargaining agreement that covers any of the employees who
presently work at, or at any time during the 12 months before the
Closing worked at, either of the Stores (in either case, "Covered
Employees"). To Designs' best knowledge, no union or other labor
organization is attempting or has attempted to organize any of
the Covered Employees. Except as shown on Schedule 4.8, Designs
neither maintains or contributes to, nor has maintained or
contributed to, any "employee pension benefit plan" (including
any "multiemployer plan") or any "employee welfare benefit plan"
(in each such case within the meaning of the Employee Retirement
Income Security Act of 1974, as amended, or any rule or
regulation adopted under that act) in which any Covered Employees
participate or have participated.
4.9 Brokers and Finders. Except for Financo, no broker,
finder or other Person acting on behalf of Designs is or will be
entitled to any commission, fee or reimbursement in connection
with any of the transactions contemplated by this Agreement, it
being understood that Designs shall pay the fee of Financo. LOS
shall have no liability for that firm's fee.
ARTICLE 5
EMPLOYEES
At the Closing, Designs shall make available to LOS,
for hiring by LOS, all the employees identified on Schedule 5.
ARTICLE 6
INDEMNIFICATION
6.1 By LOS. LOS shall indemnify Designs and Designs'
Affiliates and hold them harmless from and against any and all
Damages arising from: (a) any breach of any covenant,
representation or warranty of LOS set forth in this Agreement;
(b) all obligations of Designs to the extent (but only to the
extent) that LOS expressly assumed them under Section 2.6 or 2.7
of this Agreement and (c) all obligations and liabilities of LOS
that arise from LOS' ownership or operation of the Stores after
the Closing other than because LOS assumed the accuracy of one or
more of Designs' representations and warranties contained in this
Agreement.
6.2 By Designs. Designs shall indemnify LOS and LOS'
Affiliates and hold them harmless from and against any and all
Damages arising from (a) any breach of any covenant,
representation or warranty of Designs set forth in this
Agreement; (b) all obligations and liabilities of Designs that in
any way relate to or are connected with either of the Stores or
their past or present operation, other than the obligations that
LOS expressly assumed under Section 2.6 or 2.7 of this Agreement
and (c) the failure to comply with bulk sales laws (if
applicable) or any similar laws in connection with the
transactions contemplated by this Agreement.
6.3 Indemnification Rules. Indemnification under this
Article 6 shall be governed by the rules set forth in
Schedule 6.3 to this Agreement.
6.4 Deductible. Notwithstanding anything to the contrary
in this Agreement or otherwise provided by law, neither Party
shall be required to indemnify the other Party or the other
Party's Affiliates unless the total amount required to be so
indemnified exceeds $10,000 (for all matters combined), in which
case the amount indemnified shall be the amount in excess of
$10,000.
6.5 Limitation. Notwithstanding anything to the contrary
in this Agreement or otherwise provided by law, neither Party
shall be required to indemnify the other Party or the other
Party's Affiliates for any amount (for all matters combined) in
excess of the Purchase Price.
6.6 Survival. The covenants, representations and
warranties set forth in this Agreement shall survive the Closing.
ARTICLE 7
DISPUTE RESOLUTION
Any Controversy under this Agreement or respecting any of
the subjects treated in this Agreement shall be resolved, if
possible, by the good faith efforts of LOS and Designs including,
if other efforts fail, a face-to-face meeting between a senior
manager of LOS and a senior manager of Designs. If any
Controversy is not settled by such efforts within 30 days after
LOS or Designs requests such a meeting, either of them shall be
entitled to cause the Controversy to be resolved by an arbitrator
employed by JAMS/Endispute. If Designs initiates arbitration,
the arbitration shall be conducted in whichever of Columbus, Ohio
or San Francisco, California LOS chooses. If LOS initiates
arbitration, the arbitration shall be conducted in Boston,
Massachusetts. The arbitration shall be conducted in accordance
with JAMS/Endispute's then-applicable Rules of Practice and
Procedure for Arbitration. Pending the completion of any
arbitration proceeding, obligations not in dispute shall continue
to be performed. Except as provided below, such arbitration
shall be the Parties' exclusive formal means of resolving any
such Controversy. The decision of the arbitrator shall be final
and binding on both Parties. Judgment upon any award rendered by
the arbitrator may be entered by any state or federal court
having jurisdiction. Notwithstanding the foregoing, to preserve
rights or prevent or mitigate Damages and in aid of the
arbitration process, LOS or Designs may apply to such a court for
temporary or preliminary injunctive or other equitable relief
pending the results of the arbitration. However, if the final
decision of the arbitrator is inconsistent with any such relief
so obtained, the arbitrator's final decision shall preempt that
relief.
ARTICLE 8
MISCELLANEOUS
8.1 Sales and Lease Transfer Taxes. Each Party shall pay
one-half of any sales or lease transfer taxes payable in
connection with the transactions contemplated by this Agreement.
8.2 Further Assurances. After the Closing, each Party, at
its own expense, shall sign and deliver all documents and take
all other actions reasonably requested by the other Party in
order to memorialize or better effectuate the sale of the Store
Assets to LOS and LOS' assumption of the obligations required by
Section 2.6 of this Agreement.
8.3 Successors and Assigns. The Parties shall not assign
any of their rights or delegate any of their duties under this
Agreement. Any purported assignment or delegation in violation
of this Agreement shall be void.
8.4 Amendments. All amendments to this Agreement must be
in writing and be signed by both Parties.
8.5 Notices. All notices under this Agreement shall be in
writing and shall be deemed to have been duly given only if and
when delivered by hand, by overnight delivery service or by
telecopier, in all cases with receipt confirmed, to the
appropriate addressees and the addresses or telecopier numbers
set forth below, or to such other addressees, addresses or
telecopier numbers as may be designated by notice given in
accordance with this section:
If to Designs:
Designs, Inc.
1244 Boylston Street
Chestnut Hill, Massachusetts 02167
Attention: Chief Executive Officer
Facsimile: (617) 734-3406
with a copy to:
Designs, Inc.
1244 Boylston Street
Chestnut Hill, Massachusetts 02167
Attention: General Counsel
Facsimile: (617) 734-3406
If to LOS:
Levi's Only Stores, Inc.
116 East Chestnut Street
Columbus, Ohio 43215
Attention: President
Facsimile: (614) 228-5769
with a copy to:
Levi Strauss & Co.
Levi's Plaza
1155 Battery Street
San Francisco, California 94111
Attention: General Counsel/LOS
Facsimile: (415) 544-7650
8.6 Counterparts. This Agreement may be signed in one or
more counterparts. Each counterpart shall be deemed an original
of this Agreement.
8.7 Entire Agreement. This Agreement (including the
Schedules to this Agreement) and the other Transaction Documents
contain all the understandings between the Parties with respect
to the subject matter of this Agreement. They supersede all
prior and contemporaneous agreements and understandings among the
Parties and their Affiliates relating to that subject matter.
8.8 Severability. If any portion of this Agreement is
determined to be invalid or unenforceable, it shall be modified
rather than voided, if possible, in order to carry out the intent
of this Agreement. In any event, the remainder of this Agreement
shall be valid and enforceable to the fullest extent possible.
8.9 No Third Party Beneficiaries. This Agreement is for
the sole benefit of the Parties and is not for the benefit of any
third party.
8.10 Costs of Enforcement. If either Party to this
Agreement seeks to enforce its rights under this Agreement by
formal proceedings or otherwise, the non-prevailing Party shall
pay all costs and expenses incurred by the prevailing Party (who
shall be the Party which obtains substantially the relief it
sought, whether by settlement, compromise or judgment),
including, without limitation, all reasonable attorneys' fees and
costs.
8.11 Expenses. Each Party shall pay its own expenses
incurred in negotiating and drafting this Agreement and the other
Transaction Documents and in effecting the Closing.
8.12 Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware
applicable to contracts entered into and to be performed
within Delaware by Delaware residents.
* * *
The Parties have signed and delivered this Agreement as of the
date that appears in its first paragraph.
LEVI'S ONLY STORES, INC.
By ________________________________
Edward T. Murphy,
President
DESIGNS, INC.
By ________________________________
Joel Reichman,
President
Schedules
2.1 Store Assets
2.2 Excluded Inventory
2.3 Calculation of Purchase Price
3 Exceptions to LOS' Representations
3.2 LOS Consents and Approvals
3.3 LOS Litigation and Claims
3.4 LOS Brokers and Finders
4 Exceptions to Designs' Representations
4.2 Designs' Consents, Permits and Approvals
4.7 Financial Statements
4.8 Employee Information
5 List of Employees
6.3 Indemnification Rules
ASSET PURCHASE AGREEMENT
between
LEVI'S ONLY STORES, INC.
and
DESIGNS, INC.
(Minnesota)
dated as of
January 28, 1995