\n $ 3,500,000 Upon Closing<\/p>\n 7,000,000 On or before December 31, 2001<\/p>\n
3,562,500 On or before March 31, 2002
\n<\/c><\/s><\/caption>\n<\/table>\n
All payments shall be made by wire transfer to an account identified by
\nSellers or to more than one account in amounts as identified by Sellers.<\/p>\n
If any portion of the Purchase Price shall not be paid when due, all
\namounts remaining unpaid shall become immediately due and payable. Thereafter,
\ninterest shall accrue on all outstanding amounts at the rate of 1.5% per month.<\/p>\n
2<\/p>\n
ARTICLE III. SECURITY FOR PAYMENT OF PURCHASE PRICE<\/p>\n
To secure the payment of the Purchase Price, Buyer hereby pledges and
\ngrants to Sellers a first priority security interest in and to the Ownership
\nInterests (the “Pledged Collateral”) on the terms and subject to the conditions
\nset forth in the Pledge and Security Agreement of even date herewith. The
\nPledged Collateral is collateral security for the prompt payment in full when
\ndue, whether by acceleration or otherwise, of the Purchase Price, to the extent
\nand on the terms and conditions provided for in the Pledge and Security
\nAgreement.<\/p>\n
ARTICLE IV. RETENTION BY SELLERS OF
\n CERTAIN RIGHTS AND OBLIGATIONS<\/p>\n
4.1 Rights and Obligations With Respect to Certain Tax Matters. Following
\n ———————————————————-
\nClosing, with respect to the tax years during which Sellers were Members of the
\nCompany, Sellers shall retain only the rights to receive copies of certain tax
\nreturns and information in accordance with Section 9.11(b) of the LLC Agreement
\nand to be treated as “notice partners” in accordance with Section 9.12(c) of the
\nLLC Agreement. Sellers shall remain subject to the obligations imposed on
\nSellers by such provisions.<\/p>\n
4.2 Limitation of Liability. Following Closing the provisions of Section
\n ———————–
\n6.1 of the LLC Agreement concerning limitation of the liability of Equity Owners
\nshall continue to apply to Sellers.<\/p>\n
4.3 Limitations on Authority of Manager. For so long as a portion of the
\n ———————————–
\nPurchase Price remains due and owing to Sellers, the limitations on the
\nauthority of a Manager contained in Section 5.4 of the LLC Agreement shall
\ncontinue to apply and the Sellers shall retain their rights to consult
\nconcerning and approve certain actions of the Manager under Section 5.4(a) and
\n(b) of the LLC Agreement.<\/p>\n
ARTICLE V. REPRESENTATIONS AND WARRANTIES,
\n OTHER COVENANTS<\/p>\n
5.1 Representations and Warranties of Sellers. Each Seller represents and
\n —————————————–
\nwarrants to Buyer as follows:<\/p>\n
5.1.1 Authority. Seller has all requisite right, power,
\n ———
\nauthority and capacity to execute, deliver and perform this Agreement and each
\nof the other instruments and agreements to be executed and delivered by Seller
\nin connection with this Agreement and the transactions contemplated hereby
\n(“Seller’s Documents”). This Agreement has been duly and validly executed and
\ndelivered by Seller. This Agreement is, and upon execution and delivery thereof
\nby Seller of each of Seller’s Documents will be, the valid and binding
\nobligation of Seller, enforceable against Seller in accordance with its terms,
\nexcept as enforceability may be limited by (a) applicable bankruptcy,
\ninsolvency, reorganization, arrangement, moratorium, fraudulent conveyance,
\nredemption, reinstatement, and other laws affecting the rights or remedies of
\ncreditors generally and (b) general principles of equity.<\/p>\n
3<\/p>\n
5.1.2 Ownership of Seller’s Interest. Seller is the owner of
\n ——————————
\nSeller’s Interest, beneficially and of record. None of such Seller’s Interest is
\nsubject to any liens, claims, rights of others or other encumbrances, nor is
\nsuch Seller’s Interest subject to any restrictions on the right of transfer
\nthereof, except as provided by the LLC Agreement. There are no outstanding
\nwarrants, calls, options or other rights with respect to such Seller’s Interest,
\nexcept as provided by the LLC Agreement.<\/p>\n
5.1.3 No Conflict. Neither the execution and delivery of this
\n ———–
\nAgreement nor the carrying out of the transactions contemplated hereby will
\nresult in any violation of or be in conflict with any terms and conditions of
\nany agreement or other instruments to which such Seller is a party, or of any
\norder, judgment or decree applicable to such Seller, or result in the creation
\nof any lien, charge or encumbrance upon any properties or assets of such Seller.
\nSuch Seller is not a party to or subject to any mortgage, agreement or other
\ninstrument that will be in default, terminated or modified by reason of the
\nPurchase.<\/p>\n
5.1.4 Entire Interest. Sellers have at all times since October 13,
\n —————
\n1999 owned the entire Ownership Interests in the Company that were issued to
\nthem on October 13, 1999 and have not transferred or assigned any of such
\nOwnership Interests to any party, by operation of law or otherwise. No employee,
\nofficer, director, partner, shareholder or affiliate of Sellers (except in the
\ncase of each Seller, the other Seller) owns any Ownership Interest or has any
\nrights to acquire any Ownership Interest in the Company.<\/p>\n
5.2 Representations and Warranties of Buyer. Buyer represents and
\n —————————————
\nwarrants to Sellers as follows:<\/p>\n
5.2.1 Authority. Buyer has all requisite right, power, authority
\n ———
\nand capacity to execute, deliver and perform this Agreement and each of the
\nother instruments and agreements to be executed and delivered by Buyer in
\nconnection with this Agreement and the transactions contemplated hereby
\n(“Buyer’s Documents”). This Agreement has been duly and validly executed and
\ndelivered by Buyer. This Agreement is, and upon execution and delivery thereof
\nby Buyer each of Buyer’s Documents will be, the valid and binding obligation of
\nBuyer, enforceable against Buyer in accordance with its terms, except as
\nenforceability may be limited by (a) applicable bankruptcy, insolvency,
\nreorganization, arrangement, moratorium, fraudulent conveyance, redemption,
\nreinstatement, and other laws affecting the rights or remedies of creditors
\ngenerally and (b) general principles of equity.<\/p>\n
5.2.2 No Conflict. Neither the execution and delivery of this
\n ———–
\nAgreement nor the carrying out of the transactions contemplated hereby will
\nresult in any violation of or be in conflict with any terms and conditions of
\nany agreement or other instrument to which Buyer is a party, or of any order,
\njudgment or decree applicable to Buyer, or result in the creation of any lien,
\ncharge or encumbrance upon any properties or assets of such Buyer. Buyer is not
\na party to or subject to any mortgage, agreement or other instrument that will
\nbe in default, terminated or modified by reason of the Purchase.<\/p>\n
4<\/p>\n
5.3 No Brokers or Finders. Each party represents to the other parties
\n ———————
\nthat neither such party nor any of its officers, directors or employees, if any,
\nhas employed any broker or finder or incurred any liability for any brokerage
\nfee, commissions, or finders’ fees in connection with the transactions
\ncontemplated by this Agreement.<\/p>\n
5.4 Confirmation of LLC Agreement. Buyer confirms that, with respect to
\n —————————–
\neach Seller’s Interest, Buyer has accepted, assumed and agreed to be subject to
\nand bound by all terms, obligations and conditions of the LLC Agreement.<\/p>\n
5.5 No Further Obligations Once Purchase Price Paid. Upon consummation
\n ———————————————–
\nof the Closing, Sellers shall have no continuing obligations or liabilities
\nunder the LLC Agreement except any obligations arising under Sections 9.11(b)
\nand 9.12(c) of the LLC Agreement as provided in Section 4.1 of this Agreement.<\/p>\n
5.6 Delivery of Schedules K-1. The Company shall deliver, or cause to be
\n ————————-
\ndelivered, to the Sellers a Schedule K-1 for the year 2001 on or before March 1,
\n2002, and a final Schedule K-1 on or before March 2, 2003.<\/p>\n
ARTICLE VI. CONDITIONS OF PURCHASE<\/p>\n
6.1 Conditions to Obligations of Buyer. The obligations of Buyer under
\n ———————————-
\nthis Agreement are subject to satisfaction of the following conditions unless
\nwaived in writing by Buyer:<\/p>\n
6.1.1 Representations. The representations and warranties of Sellers
\n —————
\nas set forth in Article V shall be true and correct as of the date of this
\nAgreement.<\/p>\n
6.1.2 Obligations. Sellers shall have performed all obligations
\n ———–
\nrequired to be performed by Sellers under this Agreement.<\/p>\n
6.1.3 Litigation. No action or proceeding which challenges the
\n ———-
\nPurchase and which counsel for Buyer determines has a reasonable possibility of
\nan outcome adverse to the Purchase shall have been instituted or threatened
\nbefore any court or governmental authority.<\/p>\n
6.1.4 Sale of Entire Interest. Except as otherwise provided in
\n ———————–
\nArticle V of this Agreement, the entire Seller’s Interest owned by each Seller
\nshall be sold under this Agreement to Buyer.<\/p>\n
6.2 Conditions to Obligations of Seller. The obligations of Sellers
\n ———————————–
\nunder this Agreement are subject to satisfaction of the following conditions
\nunless waived in writing by Sellers:<\/p>\n
6.2.1 Representations. The representations and warranties of Buyer
\n —————
\nas set forth in Article 3 shall be true and correct as of the date of this
\nAgreement.<\/p>\n
6.2.2 Obligations. Buyer shall have performed all obligations
\n ———–
\nrequired to be performed by Buyer under this Agreement.<\/p>\n
5<\/p>\n
6.2.3 Litigation. No action or proceeding which challenges the
\n ———-
\nPurchase and which counsel for each Seller determines has a reasonable
\npossibility of an outcome adverse to the Purchase shall have been instituted or
\nthreatened before any court or governmental authority.<\/p>\n
ARTICLE VII. CLOSING<\/p>\n
The closing for the consummation of the Purchase (the “Closing”) shall
\noccur upon execution of this Agreement. At Closing, the Purchase Price shall be
\npaid by Buyer as required by this Agreement, and Sellers shall execute and
\ndeliver to Buyer such documents as Buyer shall reasonably require to evidence
\nthe transfers of each Seller’s Interest to Buyer.<\/p>\n
ARTICLE VIII. RELEASE AND WAIVER OF CLAIMS
\n AND COVENANT NOT TO SUE<\/p>\n
8.1 Release and Waiver. Except with respect to the rights and obligations
\n ——————
\nretained by Buyer and Sellers explicitly provided in this Agreement, and except
\nwith respect to claims, demands, causes of action, damages, liabilities or
\nobligations of whatever kind and character arising under or with respect to this
\nAgreement, Buyer and Sellers, for themselves and their respective successors and
\nassigns, do hereby forever waive their rights with respect to and release and
\ndischarge one another, the Company, and each of their directors, officers,
\nmanagers, members, partners, employees, agents, successors and assigns, from any
\nand all claims, demands, causes of action, damages, liabilities and obligations
\nof whatever kind and character, known or unknown, now existing or hereafter
\noccurring, that arise out of or are in any way related to the Company, the
\nrights or obligations of any of them arising under the LLC Agreement or Other
\nAgreements, or the Company’s business.<\/p>\n
8.2 Covenant Not to Sue. Except for claims, demands, causes of action,
\n ——————-
\ndamages, liabilities or obligations of whatever kind and character arising under
\nor with respect to this Agreement, each of the Buyer and the Sellers, for
\nthemselves, their successors and assigns, covenants that it will not sue,
\ncommence any proceeding against, or make any demand upon any of the other
\nparties hereto and their respective successors and assigns, in respect of any of
\nthe matters released and discharged pursuant to Section 8.1 above.<\/p>\n
ARTICLE IX. MISCELLANEOUS<\/p>\n
9.1 Survival of Representations and Covenants. The respective
\n —————————————–
\nrepresentations and warranties, obligations and covenants of all the parties
\nherein shall survive Closing.<\/p>\n
9.2 Enforcement and Other Expenses. Each party shall bear its own
\n ——————————
\nexpenses incurred in connection with the execution and preparation of this
\nAgreement and attempting to effectuate the Purchase, including without
\nlimitation attorneys’ and accountants’ fees; provided, however, Buyer shall
\nreimburse Sellers for up to $5,000 ($2,500 for each Seller) in expenses incurred
\nin connection with the sale of both of the Seller’s Interests. If any party
\ncommences a proceeding to enforce any provision of this <\/p>\n
6<\/p>\n
Agreement, including any action to collect any portion of the Purchase Price,
\nthe prevailing party shall be entitled to be paid all reasonable fees and
\nexpenses (including without limitation reasonable attorneys’ fees) in bringing,
\nprosecuting or defending such proceeding. In addition, if any payment of the
\nPurchase Price is not made when due without legal defense, the Sellers shall be
\nawarded all reasonable cost of collection.<\/p>\n
9.3 Waivers and Amendments. Any term or condition of this Agreement may
\n ———————-
\nbe waived at any time by Buyer and Sellers, provided that any such waiver is in
\nwriting. This Agreement may be amended at any time, provided that any such
\namendment is in writing and is approved by each of the parties hereto.<\/p>\n
9.4 Entire Agreement and Counterparts. This Agreement contains the entire
\n ———————————
\nagreement among the parties hereto with respect to the Purchase and related
\ntransactions and supersedes all prior arrangements or understandings among the
\nparties with respect thereto. This Agreement may be executed in any number of
\ncounterparts, each of which shall be deemed an original instrument but all such
\ncounterparts together shall constitute but one agreement.<\/p>\n
9.5 Governing Law. This Agreement shall be governed by and construed in
\n ————-
\naccordance with the laws of the State of New York. The parties hereby consent
\nto the jurisdiction of state or federal courts of competent jurisdiction within
\nthe Borough of Manhattan.<\/p>\n
9.6 Binding Effect. This Agreement shall be binding upon all successors,
\n ————–
\nassigns, heirs and legal representatives of the respective parties.<\/p>\n
9.7 Notices. All notices which are required to be given or may be given
\n ——-
\nto the parties pursuant to the terms of this Agreement shall be sufficient in
\nall respects if given in writing and delivered personally or by registered or
\ncertified mail, postage prepaid, or by facsimile transmission, or by overnight
\ndelivery service.<\/p>\n
If to Buyer: Navigant International, Inc.
\n 84 Inverness Circle East
\n Englewood, CO 80112-5314
\n Attention: Robert C. Griffith<\/p>\n
If to Sellers: Och-Ziff Capital Management Group
\n 9 West 57\/th\/ Street, 39\/th\/ Floor
\n New York, NY 10019
\n Attention: Daniel S. Och<\/p>\n
With a copy to: Schulte Roth & Zabel, LLP
\n 919 Third Avenue
\n New York, NY 10022
\n Attn: Michael R. Littenberg<\/p>\n
Each party may change the address at which it is to receive communication
\nby written notice to the other party in the manner set forth above. Each
\ncommunication <\/p>\n
7<\/p>\n
shall be effective upon actual receipt of it by the addressee or upon delivery
\nthereof to the appropriate address.<\/p>\n
8<\/p>\n
Buyer and Sellers have executed and delivered this Agreement effective as
\nof ________________, 2001.<\/p>\n
Buyer: Sellers:<\/p>\n
Navigant International, Inc. OZ Domestic Partners, L.P.<\/p>\n
By:_____________________________ By:_________________________________
\n Name:________________________ Name:____________________________
\n Title:_______________________ Title:___________________________<\/p>\n
OZ SPCI, Ltd.<\/p>\n
By:_________________________________
\n Name:____________________________
\n Title:___________________________<\/p>\n
ACKNOWLEDGMENT AND AGREEMENT CONCERNING CONTINUED
\n APPLICATION OF SECTIONS 5.4(a) and (b) OF LLC AGREEMENT<\/p>\n
Notwithstanding the provisions of Section 5.4(c) of the LLC Agreement, the
\nundersigned, NavigantVacations.com Holdings, Inc., hereby agrees to the
\ncontinued application of Sections 5.4(a) and (b) of the LLC Agreement for so
\nlong as all or any portion of the Purchase Price remains due and payable to the
\nSellers.<\/p>\n
NAVIGANTVACATIONS.COM
\n HOLDINGS, INC.<\/p>\n
By:______________________________
\n Name:_________________________
\n Title:________________________<\/p>\n
9<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8307],"corporate_contracts_industries":[9525],"corporate_contracts_types":[9622,9627],"class_list":["post-43487","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-navigant-international-inc","corporate_contracts_industries-transportation__services","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43487","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43487"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43487"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43487"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43487"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}