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Menswear retail chain Trinity to buy Italian Cerruti
23 Dec '10
5 min read
Conditions and Completion
Completion is subject to the satisfaction of the following Conditions:-
(a) settlement of all existing claims with regard to the shares of Cerruti 1881 Co and the trademarks owned by Cerruti 1881 Co (including the release of all existing charges) (the “Settlement Condition”); and
(b) completion of the disposal of Toga Pt Lux SARL such that the share capital of the Excluded Entities is no longer held by the Cerruti Group and that all indebtedness of Toga Pt Lux SARL to the Cerruti Group shall have been repaid, waived or cancelled (the “Carve-Out Condition”).
The Seller is entitled to use the Down Payment for the purpose of satisfying the Settlement Condition. Within 40 days of the date of the Sale and Purchase Agreement, if the Settlement Condition has not been satisfied, the Purchaser shall be entitled to undertake and finance any steps and actions as are necessary to procure the satisfaction of the Settlement Condition up to Euro 15 million (approximately HK$154 million) (the “Buyer Settlement Payment”).
If the Settlement Condition has not been satisfied on or before the date falling 55 days after the date of the Sale and Purchase Agreement (or such later date as the Seller and the Purchase may agree in writing), the Down Payment will be refunded to the Purchaser and the Sale and Purchase Agreement shall terminate as of right.
If the Carve-Out Condition has not been satisfied by the Seller within 100 days of the date of the Sale and Purchase Agreement, the Purchaser is entitled to waive, or oblige the Seller to procure by no later than the date of Completion, satisfaction of the Carve-Out Condition and if the Purchaser does not exercise such right, the Sale and Purchase Agreement shall terminate as of right.
Completion shall take place on a date to be agreed between the Purchaser and the Seller, which shall not be earlier than 12 January 2011, and as soon as reasonably practicable following (i) satisfaction of the Settlement Condition; and (ii) satisfaction or waiver of the Carve-Out Condition, or at such other time as may be agreed between the Seller and the Purchaser, which shall not be later than 100 days after the date of the Sale and Purchase Agreement.
If Completion has not occurred within 100 days of the date of the Sale and Purchase Agreement, and subject to satisfaction of the Settlement Condition and the satisfaction or waiver of the Carve-Out Condition, the Seller and the Purchaser shall be entitled to seek relief from the Paris Tribunal de Commerce through specific performance of the other party's obligations under the Sale and Purchase Agreement.
Click here for more details
Completion is subject to the satisfaction of the following Conditions:-
(a) settlement of all existing claims with regard to the shares of Cerruti 1881 Co and the trademarks owned by Cerruti 1881 Co (including the release of all existing charges) (the “Settlement Condition”); and
(b) completion of the disposal of Toga Pt Lux SARL such that the share capital of the Excluded Entities is no longer held by the Cerruti Group and that all indebtedness of Toga Pt Lux SARL to the Cerruti Group shall have been repaid, waived or cancelled (the “Carve-Out Condition”).
The Seller is entitled to use the Down Payment for the purpose of satisfying the Settlement Condition. Within 40 days of the date of the Sale and Purchase Agreement, if the Settlement Condition has not been satisfied, the Purchaser shall be entitled to undertake and finance any steps and actions as are necessary to procure the satisfaction of the Settlement Condition up to Euro 15 million (approximately HK$154 million) (the “Buyer Settlement Payment”).
If the Settlement Condition has not been satisfied on or before the date falling 55 days after the date of the Sale and Purchase Agreement (or such later date as the Seller and the Purchase may agree in writing), the Down Payment will be refunded to the Purchaser and the Sale and Purchase Agreement shall terminate as of right.
If the Carve-Out Condition has not been satisfied by the Seller within 100 days of the date of the Sale and Purchase Agreement, the Purchaser is entitled to waive, or oblige the Seller to procure by no later than the date of Completion, satisfaction of the Carve-Out Condition and if the Purchaser does not exercise such right, the Sale and Purchase Agreement shall terminate as of right.
Completion shall take place on a date to be agreed between the Purchaser and the Seller, which shall not be earlier than 12 January 2011, and as soon as reasonably practicable following (i) satisfaction of the Settlement Condition; and (ii) satisfaction or waiver of the Carve-Out Condition, or at such other time as may be agreed between the Seller and the Purchaser, which shall not be later than 100 days after the date of the Sale and Purchase Agreement.
If Completion has not occurred within 100 days of the date of the Sale and Purchase Agreement, and subject to satisfaction of the Settlement Condition and the satisfaction or waiver of the Carve-Out Condition, the Seller and the Purchaser shall be entitled to seek relief from the Paris Tribunal de Commerce through specific performance of the other party's obligations under the Sale and Purchase Agreement.
Click here for more details
Trinity Limited
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