{"id":43618,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/share-sale-and-purchase-agreement-the-jones-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"share-sale-and-purchase-agreement-the-jones-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/share-sale-and-purchase-agreement-the-jones-group-inc.html","title":{"rendered":"Share Sale and Purchase Agreement – The Jones Group Inc."},"content":{"rendered":"\n\n\n\n\n\n\n\n
\n

Share Sale and Purchase
\nAgreement<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

relating to
\nKG Group Holdings Limited<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Dated 2 June 2011<\/p>\n<\/td>\n<\/tr>\n

\n

The Sellers (1)<\/p>\n<\/td>\n<\/tr>\n

\n

The Buyer (2)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

TABLE OF CONTENTS<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

INTRODUCTION<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

OPERATIVE PROVISIONS<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

1<\/p>\n<\/td>\n

\n

Definitions<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

2<\/p>\n<\/td>\n

\n

Sale and purchase of the Shares<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

3<\/p>\n<\/td>\n

\n

Consideration<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

4<\/p>\n<\/td>\n

\n

Completion<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

5<\/p>\n<\/td>\n

\n

Locked Box<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

6<\/p>\n<\/td>\n

\n

Warranties<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

7<\/p>\n<\/td>\n

\n

Buyer Warranties<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

8<\/p>\n<\/td>\n

\n

Release of Group Companies<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

9<\/p>\n<\/td>\n

\n

Announcements<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

10<\/p>\n<\/td>\n

\n

Confidentiality<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

11<\/p>\n<\/td>\n

\n

Restrictive Covenants<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

12<\/p>\n<\/td>\n

\n

Entire agreement<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

13<\/p>\n<\/td>\n

\n

Assignment and transfer<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

14<\/p>\n<\/td>\n

\n

Costs and expenses<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

15<\/p>\n<\/td>\n

\n

Interest on late payments<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

16<\/p>\n<\/td>\n

\n

No set-off<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

17<\/p>\n<\/td>\n

\n

Taxation of payments<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

18<\/p>\n<\/td>\n

\n

Payments net of Taxation<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

19<\/p>\n<\/td>\n

\n

Waiver<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

20<\/p>\n<\/td>\n

\n

Variation<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

21<\/p>\n<\/td>\n

\n

Severance<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

22<\/p>\n<\/td>\n

\n

Further assurance<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

23<\/p>\n<\/td>\n

\n

Tax computations<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

24<\/p>\n<\/td>\n

\n

Notices<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

25<\/p>\n<\/td>\n

\n

Effect of Completion<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

26<\/p>\n<\/td>\n

\n

Counterparts<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

27<\/p>\n<\/td>\n

\n

Governing law<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

28<\/p>\n<\/td>\n

\n

Jurisdiction<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

29<\/p>\n<\/td>\n

\n

Service of Process<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

30<\/p>\n<\/td>\n

\n

Warrantors’ Representative<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

31<\/p>\n<\/td>\n

\n

Interpretation<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

32<\/p>\n<\/td>\n

\n

Rights of third parties<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

33<\/p>\n<\/td>\n

\n

Execution<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

SCHEDULE 1 – The Sellers<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 1: Warrantors and the EBT Trustee<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 2: Graphite, Carta Capital and Harrods<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

SCHEDULE 2<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 1: Particulars of the Company<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 2: Particulars of the Subsidiaries<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

SCHEDULE 3<\/p>\n<\/td>\n

\n

39<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 1: Sellers’ Obligations<\/p>\n<\/td>\n

\n

39<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 2: Buyer’s Obligations<\/p>\n<\/td>\n

\n

40<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 3: Carta Capital Obligations<\/p>\n<\/td>\n

\n

41<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 4: Joint Obligations<\/p>\n<\/td>\n

\n

41<\/p>\n<\/td>\n<\/tr>\n

\n

SCHEDULE 4 –<\/p>\n<\/td>\n

\n

42<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 1 – The Leasehold Properties<\/p>\n<\/td>\n

\n

42<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 2 – Leasehold Properties under Agreement for Lease<\/p>\n<\/td>\n

\n

51<\/p>\n<\/td>\n<\/tr>\n

\n

SCHEDULE 5 – Warranties<\/p>\n<\/td>\n

\n

53<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 1: Title Warranties<\/p>\n<\/td>\n

\n

53<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Part 2: Business Warranties<\/p>\n<\/td>\n

\n

54<\/p>\n<\/td>\n<\/tr>\n

\n

SCHEDULE 6 – Buyer Warranties<\/p>\n<\/td>\n

\n

67<\/p>\n<\/td>\n<\/tr>\n

\n

SCHEDULE 7 – Limitations on Liability<\/p>\n<\/td>\n

\n

68<\/p>\n<\/td>\n<\/tr>\n

\n

SCHEDULE 8 – Permitted Leakage<\/p>\n<\/td>\n

\n

75<\/p>\n<\/td>\n<\/tr>\n

\n

SCHEDULE 9 – Claim set-off against Consideration Loan Notes<\/p>\n<\/td>\n

\n

76<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n
<\/td>\n\n

DATE 2 JUNE 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

PARTIES<\/p>\n<\/td>\n<\/tr>\n

\n

(1)<\/p>\n<\/td>\n

\n

THE PERSONS whose names and addresses are set out in Part 1 and Part 2 of
\nSchedule 1 (together the “Sellers”); and<\/p>\n<\/td>\n<\/tr>\n

\n

(2)<\/p>\n<\/td>\n

\n

JONES APPAREL GROUP HOLDINGS, INC., a company incorporated under the laws of
\nthe state of Delaware, whose principal place of business is 1007 Orange Street,
\nSuite 225, Wilmington, Delaware 19801, U.S.A. (the “Buyer”).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

INTRODUCTION<\/p>\n<\/td>\n<\/tr>\n

\n

(A)<\/p>\n<\/td>\n

\n

The Company was incorporated in England and Wales on 12 February 2008 and is
\nregistered under number 6500942 as a private company limited by shares.<\/p>\n<\/td>\n<\/tr>\n

\n

(B)<\/p>\n<\/td>\n

\n

The Sellers have agreed to sell to the Buyer and the Buyer has agreed to
\npurchase the Shares in the manner and on and subject to the terms of this
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

OPERATIVE PROVISIONS<\/p>\n<\/td>\n<\/tr>\n

\n

1<\/p>\n<\/td>\n

\n

Definitions<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

In this Agreement, except where a different interpretation is necessary in
\nthe context, the words and expressions set out below shall have the following
\nmeanings:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

A Ordinary Shares<\/p>\n<\/td>\n

\n

681,413 A ordinary shares of 0.01 each in the capital of the Company<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

A Preference Shares<\/p>\n<\/td>\n

\n

18,965,982 cumulative redeemable A preference shares of 1.00 each in the
\ncapital of the Company<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Accounts<\/p>\n<\/td>\n

\n

the audited balance sheet as at the Accounts Date, and the audited profit and
\nloss account for the Financial Year ended on the Accounts Date, of the Company
\nand each of the Subsidiaries (including, in the case of the Company, the audited
\nconsolidated balance sheet as at that date and the audited consolidated profit
\nand loss account for that period), a copy of each of which has been supplied to
\nthe Buyer and is included in the Disclosure Documents<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Accounts Date<\/p>\n<\/td>\n

\n

30 January 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Accounts Standards<\/p>\n<\/td>\n

\n

in relation to the accounts of any body corporate, the applicable
\nrequirements of the Companies Acts 1985 to 2006, together with accounting
\nprinciples, standards and practices which are generally accepted in the United
\nKingdom, in each case as at the date of the relevant accounts<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Affiliate<\/p>\n<\/td>\n

\n

in relation to:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(a) a body corporate, any subsidiary or parent undertaking of that body
\ncorporate and any subsidiary undertaking of any such parent undertaking, in each
\ncase from time to time;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(b) an individual, any spouse and\/or lineal descendants by blood or adoption
\nor any person or persons acting in its<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

or their capacity as trustee or trustees of a trust of which such individual
\nis the settler; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(c) a limited partnership, the partners of the limited partnership or their
\nnominees or a nominee or trustee for the person, or any investors in a fund
\nwhich holds interests, directly or indirectly, in the limited partnership<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Agent<\/p>\n<\/td>\n

\n

as defined in clause 29.2<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Agreed Proportion<\/p>\n<\/td>\n

\n

in relation to each Warrantor, the proportion set out opposite that
\nWarrantor’s name in column 3 of the table at paragraph 2.2 of Schedule 7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

this Agreement<\/p>\n<\/td>\n

\n

this agreement including the Introduction and the Schedules<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Applicable Laws<\/p>\n<\/td>\n

\n

all laws, regulations, directives, statutes, subordinate legislation, common
\nlaw and civil codes of any jurisdiction, all judgments, orders, notices,
\ninstructions, decisions and awards of any court or competent authority or
\ntribunal and all codes of practice, in each case having force of law<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

B Ordinary Shares<\/p>\n<\/td>\n

\n

38,588 B ordinary shares of 0.01 each in the capital of the Company<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

B Preference Shares<\/p>\n<\/td>\n

\n

1,074,018 cumulative redeemable B preference shares of 1.00 each in the
\ncapital of the Company<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Bank Indebtedness<\/p>\n<\/td>\n

\n

50,302,690 being the amount owing by the Company to lenders and mezzanine
\nlenders on the date of this Agreement under the Facilities Documents<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Bonus Agreement<\/p>\n<\/td>\n

\n

the bonus agreement in the agreed form between KG Group Holdings Limited and
\neach of Neil Clifford, Rebecca Farrar-Hockley, Dale Christilaw and Andrew Lee\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Bonus Letters<\/p>\n<\/td>\n

\n

the agreed form annual bonus letters and further bonus letters from the
\nCompany or other member of the Group to, among others, certain Employees<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Business<\/p>\n<\/td>\n

\n

collectively, the businesses of the Company and of each of the Subsidiaries
\nat the date of this Agreement<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Business Day<\/p>\n<\/td>\n

\n

a day other than a Saturday, Sunday or public holiday in England and Wales
\nand\/or the United States of America<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Business Warranties<\/p>\n<\/td>\n

\n

the warranties given by the Warrantors in clause 6.2 and Part 2 of Schedule 5\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Business Warranties Claim<\/p>\n<\/td>\n

\n

a Claim for breach of the Business Warranties<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Buyer’s Group<\/p>\n<\/td>\n

\n

the Buyer and any of its Affiliates<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Buyer’s Solicitors<\/p>\n<\/td>\n

\n

Herbert Smith LLP of Exchange House, Primrose Street, London EC2A 2HS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Buyer Warranties<\/p>\n<\/td>\n

\n

the warranties given by the Buyer in clause 7 and Schedule 6 and each buyer
\nwarranty statement shall be a “Buyer Warranty”<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

C Ordinary Shares<\/p>\n<\/td>\n

\n

280,926 C ordinary shares of 0.01 each in the capital of the Company<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Carta Capital<\/p>\n<\/td>\n

\n

Carta Capital Investments II S. .r.l. further details of which are set out in
\nPart 2 of Schedule 1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Cash Consideration<\/p>\n<\/td>\n

\n

as defined in clause 3.1(a)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Claim<\/p>\n<\/td>\n

\n

any claim for breach of this Agreement, excluding any claim for breach of
\nclause 5 or clause 11 of this Agreement<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

the Company<\/p>\n<\/td>\n

\n

KG Group Holdings Limited, short particulars of which are set out in Part 1
\nof Schedule 2<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Completion<\/p>\n<\/td>\n

\n

completion of the sale and purchase of the Shares in accordance with the
\nterms of clause 4<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Completion Date<\/p>\n<\/td>\n

\n

the date on which Completion occurs<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Concessions<\/p>\n<\/td>\n

\n

the agreements relating to the trading by Group Companies at third party
\nretail premises in connection with the Business<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Confidential Information<\/p>\n<\/td>\n

\n

all technical, financial, commercial and other information of a confidential
\nnature relating to the Business, including without limitation, trade secrets,
\nknow-how, inventions, product information and unpublished information relating
\nto Intellectual Property, object code and source code relating to software,
\nmarketing and business plans, projections, current or projected plans or
\ninternal affairs of the Group and information relating to its current and\/or
\nprospective suppliers and customers, including any customer or supplier lists\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Consideration<\/p>\n<\/td>\n

\n

the consideration payable for the Shares pursuant to clause 3.1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Consideration Loan Notes<\/p>\n<\/td>\n

\n

6,217,995 unsecured fixed rate guaranteed loan notes 2015-2016 to be issued
\nby the Buyer pursuant to the Consideration Loan Note Instrument<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Consideration Loan Note Instrument<\/p>\n<\/td>\n

\n

the loan note instrument in the agreed form constituting the Consideration
\nLoan Notes<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Consultants<\/p>\n<\/td>\n

\n

those individuals who are providing services to any Group Company under an
\nagreement which is not a contract of employment with the relevant company
\nincluding, in particular, where the individual acts as a consultant or is an
\nindependent contractor on secondment, and “Consultant” shall mean any one of
\nthem<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Customer<\/p>\n<\/td>\n

\n

a wholesale customer of the Company which has placed any order with the
\nCompany during the Lookback Period and a company or other entity which was
\nnegotiating with the Company during the Lookback Period<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Directors<\/p>\n<\/td>\n

\n

the persons specified as directors of any of the Group Companies in Parts 1
\nor 2 of Schedule 2 (the expression “Director” meaning any of them)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Disclosure Documents<\/p>\n<\/td>\n

\n

the documents contained in the VDR (as reproduced on the agreed form CD rom
\ndelivered with the Disclosure Letter)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Disclosure Letter<\/p>\n<\/td>\n

\n

the letter (including without limitation any annexures to that letter) in the
\nagreed form dated on the date of this Agreement from the Warrantors to the
\nBuyer, delivered to the Buyer immediately prior to the signature and exchange of
\nthis Agreement<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

EBT<\/p>\n<\/td>\n

\n

the Kurt Geiger Holdings Employee Benefit Trust<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

EBT Trustee<\/p>\n<\/td>\n

\n

RBC Cees Trustee Limited, in its capacity as trustee of the EBT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Employees<\/p>\n<\/td>\n

\n

any individual employed by any Group Company, including but not limited to
\nthose persons (including Directors) whose names appear in the list of employees
\nincluded in the Disclosure Documents<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Encumbrance<\/p>\n<\/td>\n

\n

any option, charge (fixed or floating), mortgage, lien, assignment,
\nhypothecation, pledge, equity, encumbrance, right to acquire, right of pre
\nemption, right of first refusal, title retention or any other similar third
\nparty right, or other security interest or any other agreement or arrangement to
\ncreate any of the foregoing<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Environment<\/p>\n<\/td>\n

\n

air, water, land, building, structures, enclosures or other constructions,
\nflora, fauna, humans and any other living organisms<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Environmental Licences<\/p>\n<\/td>\n

\n

any assessment, authorisation, certificate, consent, licence, permission,
\npermit, ruling, variation, modification, transfer or any other information or
\napproval required by any Environmental Law or agreement made pursuant to
\nEnvironmental Law<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Environmental Law<\/p>\n<\/td>\n

\n

all international, EU, national, federal, state or local laws and all
\nsubordinate legislation and regulatory codes of practice concerning the
\npollution or protection of the Environment which are or were binding upon any
\nGroup Company in the relevant jurisdiction in which the Group Companies are or
\nhas been operating<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Escrow Account<\/p>\n<\/td>\n

\n

an interest bearing deposit account to be opened as envisaged in paragraph 14
\nof Schedule 9 where applicable with an Escrow Agent for the purpose of holding
\nany relevant Redemption Amount as described in that paragraph<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Escrow Agent<\/p>\n<\/td>\n

\n

an independent bank or other established escrow agent operating in the United
\nKingdom as nominated by a Relevant Warrantor in any written notice that may be
\nserved as envisaged in paragraph 14 of Schedule 9<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Excess Amount<\/p>\n<\/td>\n

\n

as defined in paragraph 14.2(a) of Schedule 7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Facilities Documents<\/p>\n<\/td>\n

\n

as defined in the Investment Agreement<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Financial Obligation<\/p>\n<\/td>\n

\n

any financial obligation or liability of the Group set out in paragraph 11.1
\nof Part 2 of Schedule 5<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Financial Year<\/p>\n<\/td>\n

\n

a financial year as determined in accordance with section 390 Companies Act
\n2006<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Full Title Guarantee<\/p>\n<\/td>\n

\n

with the benefit of the implied covenants set out in Part 1 of the Law of
\nProperty (Miscellaneous Provisions) Act 1994 when a disposition is expressed to
\nbe made with full title guarantee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Good Leaver<\/p>\n<\/td>\n

\n

as defined in the Bonus Agreement<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Graphite<\/p>\n<\/td>\n

\n

together, the limited partnerships and the company identified in Part 2 of
\nSchedule 1, each of which is acting by their manager Graphite Capital Management
\nLLP<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Graphite Entity<\/p>\n<\/td>\n

\n

any of the limited partnerships and the company identified in Part 2 of
\nSchedule 1 and each a “Graphite Entities” shall be construed accordingly<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Group<\/p>\n<\/td>\n

\n

the Company and the Subsidiaries<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Group Company<\/p>\n<\/td>\n

\n

any member of the Group and “Group Companies” shall be construed accordingly\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Harrods<\/p>\n<\/td>\n

\n

Harrods (UK) Limited, further details of which are set out in Part 2 of
\nSchedule 1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

ICTA<\/p>\n<\/td>\n

\n

the Income and Corporation Taxes Act 1988<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Intellectual Property<\/p>\n<\/td>\n

\n

patents, trade marks, service marks, registered designs, trade names,
\nbusiness names, domain names, rights in designs, copyright, computer software
\nand database rights, rights in know-how and other intellectual property rights
\nwhether registered or unregistered and including applications for the grant of
\nany of the foregoing and all rights or forms of protection having equivalent or
\nsimilar effect anywhere in the world<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Investment Agreement<\/p>\n<\/td>\n

\n

the investment agreement relating to the Company dated 22 February 2008 (as
\namended by deed on 21 June 2010) between, amongst others, Graphite, the Company
\nand certain of the Warrantors<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Investor Loan Notes<\/p>\n<\/td>\n

\n

48,448,973 subordinated unsecured fixed rate loan notes issued by KG Bidco
\nLimited to Graphite and Carta Capital pursuant to the Investor Loan Note
\nInstrument<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Investor Loan Note Instrument<\/p>\n<\/td>\n

\n

the amended and restated investor loan note instrument constituting the issue
\nof up to 48,448,973 subordinated unsecured fixed rate loan notes of KG Bidco
\nLimited dated 18 January 2011, a copy of which has been supplied to the Buyer
\nand is included in the Disclosure Documents<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Key Contracts<\/p>\n<\/td>\n

\n

the contracts in force at Completion with Key Customers and Key Suppliers\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Key Customer<\/p>\n<\/td>\n

\n

any Customer which is one of the 10 largest customers of the Group, measured
\nby revenue, during the Lookback Period<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Key Supplier<\/p>\n<\/td>\n

\n

any Supplier which is one of the 10 largest suppliers to the Group, measured
\nby revenue, during the Lookback Period<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Key Employees<\/p>\n<\/td>\n

\n

each of the Directors and grade 2 and 3 employees identified as such in
\nDisclosure Document 3.2.39.1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Know-how<\/p>\n<\/td>\n

\n

all know how, trade secrets and confidential information (in whatever form
\nheld), including without limitation financial and technical information,
\ndrawings, formulae, test results or reports, project reports and testing
\nprocedures, information relating to the working of any product, process,
\ninvention, improvement or development, instruction and training manuals, tables
\nof operating conditions, information concerning intellectual property portfolio
\nand strategy, market forecasts, lists or particulars of customers and suppliers,
\nsales targets, sales statistics, prices, discounts, margins, future business
\nstrategy, tenders, price sensitive information, market research reports,
\ninformation relating to research and development and business development and
\nplanning reports and any information derived directly from any of them<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Loan Notes<\/p>\n<\/td>\n

\n

the Investor Loan Notes and the Management Loan Notes<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Loan Note Indebtedness<\/p>\n<\/td>\n

\n

42,349,951 being the aggregate amount (including accrued interest) owing by
\nKG Bidco and the Company pursuant to the Loan Notes in issue as at the date of
\nthis Agreement<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Locked Box Claim<\/p>\n<\/td>\n

\n

any claim against a Seller pursuant to clause 5<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Locked Box Date<\/p>\n<\/td>\n

\n

30 April 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Lookback Period<\/p>\n<\/td>\n

\n

the period of 12 months ending on the Completion Date<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Management Loan Notes<\/p>\n<\/td>\n

\n

(a) 1,348,097 subordinated unsecured fixed rate loan notes issued by KG
\nBidco Limited to certain of the Warrantors; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(b) 262,931 subordinated unsecured fixed rate loan notes issued by the
\nCompany to Rebecca Farrar-Hockley,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

In each case pursuant to the Management Loan Note Instruments (as
\nappropriate)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Management Loan Note Instruments<\/p>\n<\/td>\n

\n

(a) the management loan note instrument constituting the issue of up to
\n 1,611,028 subordinated unsecured fixed rate loan notes of KG Bidco dated 22
\nFebruary 2008; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(b) the loan note instrument constituting the issue of up to 262,931
\nsubordinated unsecured fixed rate loan notes of the Company dated with the date
\nof this Agreement<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Non-Disclosable Information<\/p>\n<\/td>\n

\n

all information which relates to the negotiations relating to and the terms
\nof this Agreement, the provisions and subject matter of this Agreement and the
\nfinancial arrangements of any party<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Pension Schemes<\/p>\n<\/td>\n

\n

the Group pension schemes and related documents contained in the Disclosure
\nDocuments<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Pensionable Employee<\/p>\n<\/td>\n

\n

a director or employee or former director or former employee of any of the
\nGroup Companies<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Permitted Leakage<\/p>\n<\/td>\n

\n

any of the items listed in Schedule 8<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Planning Law<\/p>\n<\/td>\n

\n

The Town and Country Planning Act 1990, Planning (Listed Building and
\nConservation Areas) Act 1990, Planning (Hazardous Substances) Act 1990, Planning
\n(Consequential Provisions) Act 1990, the Planning and Compulsory Purchase Act
\n2004 and the Planning Act 2008<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Policies<\/p>\n<\/td>\n

\n

as defined in paragraph 18.2 of Part 2 of Schedule 5<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Property<\/p>\n<\/td>\n

\n

the leasehold properties short particulars of which appear in Schedule 4 and
\nreferences to the “Properties” shall be to such properties<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Recovery Third Party<\/p>\n<\/td>\n

\n

as defined in paragraph 10.1 of Schedule 7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Relevant Customers<\/p>\n<\/td>\n

\n

House of Fraser and Selfridges & Co and the expression “Relevant
\nCustomer” shall mean any one of the Relevant Customers<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Restricted Area<\/p>\n<\/td>\n

\n

Great Britain, Northern Ireland, the Republic of Ireland, France and Italy\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Sellers’ Solicitors<\/p>\n<\/td>\n

\n

SJ Berwin LLP of 10 Queen Street Place, London EC4R 1BE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Sellers’ Solicitors’ Account<\/p>\n<\/td>\n

\n

the following bank account:
\naccount name: SJ Berwin LLP sterling client account
\naccount number: 10644994
\nsort code: 20-36-47
\nswift code: BARC GB 22
\nIBAN code: GB 33 BARC 2036 4710 6449 94
\nBank: Barclays Bank plc, 1 Churchill Place, London E4 5HP
\nReference: 11\/G15993.145<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Shares<\/p>\n<\/td>\n

\n

the A Ordinary Shares, the B Ordinary Shares, the C Ordinary Shares, the A
\nPreference Shares and the B Preference Shares to be sold pursuant to this
\nAgreement, as listed in Schedule 1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Subsidiaries<\/p>\n<\/td>\n

\n

those companies or other persons (whether or not registered in the United
\nKingdom) short particulars of which appear in Part 2 of Schedule 2 and the
\nexpression “Subsidiary” shall mean any one of the Subsidiaries<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Supplier<\/p>\n<\/td>\n

\n

a supplier which has supplied goods and\/or services to any of the Group
\nCompanies during the Lookback Period and any person which was negotiating with a
\nGroup Company in anticipation of the supply of goods and\/or services to any of
\nthe Group Companies during the Lookback Period<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Taxation<\/p>\n<\/td>\n

\n

any tax, duty, contribution, impost, withholding, levy or charge in the
\nnature of tax, whether domestic or foreign, and any fine, penalty, surcharge or
\ninterest connected therewith<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Taxing Authority<\/p>\n<\/td>\n

\n

HM Revenue & Customs and any other governmental, state, federal,
\nprovincial, local governmental or municipal authority, body or official
\ncompetent to impose any Taxation liability whether of the United Kingdom or
\nelsewhere in the world<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Third Party<\/p>\n<\/td>\n

\n

as defined in clause 32<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Third Party Claim<\/p>\n<\/td>\n

\n

as defined in paragraph 11.1 of Schedule 7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Title Warranties<\/p>\n<\/td>\n

\n

the warranties given by the Sellers and Warrantors in clause 6.1 and Part 1
\nof Schedule 5<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Treasury Transaction<\/p>\n<\/td>\n

\n

any derivative transaction entered into in connection with protection against
\nor benefit from fluctuation in any rate or price<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

VAT<\/p>\n<\/td>\n

\n

Value Added Tax<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

VATA<\/p>\n<\/td>\n

\n

the Value Added Tax Act 1994<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

VDR<\/p>\n<\/td>\n

\n

the Project Empire virtual data room managed by Merrill Corporation as at
\nCompletion, containing materials and information a copy of which is annexed to
\nthe Disclosure Letter and delivered to the Buyer on CD-Rom, and the contents of
\nwhich are listed in the index annexed to the Disclosure Letter<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Warranties<\/p>\n<\/td>\n

\n

together, the Title Warranties and the Business Warranties and each statement
\nin Schedule 5 shall be a “Warranty”<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Warrantors<\/p>\n<\/td>\n

\n

together, Dale Christilaw, Neil Clifford, Rebecca Farrar-Hockley, Andrew Lee,
\nNeil McCausland and Sally McClymont<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Warrantors’ Representative<\/p>\n<\/td>\n

\n

Dale Christilaw or any replacement appointed pursuant to clause 30.3<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Warranty Claim<\/p>\n<\/td>\n

\n

any claim for breach of the Warranties<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Withholding Tax Amount<\/p>\n<\/td>\n

\n

518,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Withholding Tax Instruction Letter<\/p>\n<\/td>\n

\n

the agreed form letter from Carta Capital to the Sellers’ Solicitors and KG
\nBidco Limited relating to the Withholding Tax Amount<\/p>\n<\/td>\n<\/tr>\n

\n

2<\/p>\n<\/td>\n

\n

Sale and purchase of the Shares<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

2.1<\/p>\n<\/td>\n

\n

Each of the Sellers shall sell with Full Title Guarantee on and with effect
\nfrom Completion and is the sole legal and beneficial owner, other than the EBT
\nTrustee which is solely the legal owner of the Shares registered in its name but
\nis entitled to transfer full legal and beneficial ownership thereof, of the
\nShares listed opposite its name in Schedule 1.<\/p>\n<\/td>\n<\/tr>\n

\n

2.2<\/p>\n<\/td>\n

\n

The Buyer shall purchase all of the Shares free from all Encumbrances,
\ntogether with all rights attaching to the Shares at Completion, including, for
\nthe avoidance of doubt, the Preference Share<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Dividend (as defined in the articles of association of the Company) accrued
\nbut unpaid at the Completion Date in respect of the A Preference Shares and B
\nPreference Shares.<\/p>\n<\/td>\n<\/tr>\n

\n

2.3<\/p>\n<\/td>\n

\n

The Buyer shall not be obliged to complete the purchase of any of the Shares
\nunless the purchase of all the Shares is completed simultaneously in accordance
\nwith this Agreement, but completion of the purchase of some Shares will not
\naffect the rights of the Buyer with respect to the purchase of the others.<\/p>\n<\/td>\n<\/tr>\n

\n

2.4<\/p>\n<\/td>\n

\n

The Sellers hereby waive any and all rights of any restrictions on transfer,
\nincluding pre-emption rights, which may exist in relation to the Shares
\nconferred either by the articles of association or other constitutional
\ndocuments of the Company, any shareholders’ agreement or otherwise.<\/p>\n<\/td>\n<\/tr>\n

\n

3<\/p>\n<\/td>\n

\n

Consideration<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

3.1<\/p>\n<\/td>\n

\n

In consideration of the sale of the Shares in accordance with the terms of
\nthis Agreement, the Buyer shall, in accordance with the terms of this Agreement:\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a) pay to the Sellers the cash consideration of 116,766,410 (the “Cash
\nConsideration”) in the amounts respectively set out against their names in
\ncolumn 8 of Schedule 1; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b) issue to the Sellers the Consideration Loan Notes in the amounts
\nrespectively set out against their names in column 8 of Part 1 of Schedule 1.\n<\/p>\n<\/td>\n<\/tr>\n

\n

3.2<\/p>\n<\/td>\n

\n

Any payment made by any of the Sellers to the Buyer in respect of any Claim
\nand in respect of any Locked Box Claim shall be deemed to be a reduction in the
\nConsideration paid by the Buyer to that Seller for the Shares sold by him under
\nthis Agreement to the extent legally possible.<\/p>\n<\/td>\n<\/tr>\n

\n

4<\/p>\n<\/td>\n

\n

Completion<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

4.1<\/p>\n<\/td>\n

\n

Completion shall take place at the offices of the Sellers’ Solicitors
\nimmediately following exchange of this Agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

4.2<\/p>\n<\/td>\n

\n

Neither the Buyer nor the Sellers shall be obliged to complete the sale and
\npurchase of the Shares unless all of the requirements of this clause 4 and of
\nSchedule 3 have been complied with by:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a) the Sellers in the case of the Sellers’ obligations in Part 1 of Schedule
\n3;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b) the Buyer in the case of the Buyer’s obligations in Part 2 of Schedule 3;
\nand<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c) Carta Capital in the case of the obligation in Part 3 of Schedule 3<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d) the Sellers and the Buyer in the case of the joint obligations in Part 4
\nof Schedule 3<\/p>\n<\/td>\n<\/tr>\n

\n

4.3<\/p>\n<\/td>\n

\n

Each of the Sellers hereby confirms that the Sellers’ Solicitors are
\nirrevocably authorised by each of the Sellers to receive payment of the Cash
\nConsideration and the cash amount required to repay the Loan Note Indebtedness
\non the Sellers’ behalf and the receipt by the Sellers’ Solicitors shall be a
\nsufficient discharge for the Buyer, who shall not be concerned to see the
\napplication thereof.<\/p>\n<\/td>\n<\/tr>\n

\n

4.4<\/p>\n<\/td>\n

\n

Carta Capital agrees that:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a) the Withholding Tax Amount shall be held in the Sellers’ Solicitors
\nAccount pursuant to paragraph (b) of Part 2 of Schedule 3 and the Withholding
\nTax Instruction Letter; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b) it shall not withdraw, amend or vary the terms of the Withholding Tax
\nInstruction Letter except with the prior written consent of the Buyer.<\/p>\n<\/td>\n<\/tr>\n

\n

5<\/p>\n<\/td>\n

\n

Locked Box<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

5.1<\/p>\n<\/td>\n

\n

Each of the Sellers severally warrants in respect of itself only to the Buyer
\nthat, save for Permitted Leakage between the Locked Box Date and the Completion
\nDate:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a) no Group Company has declared, made or paid any dividend or distribution
\nto that Seller or any of its Affiliates;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b) no Group Company has made any repayment of principal on any debt or
\npayment of any interest on or other payment in relation to any debt obligation
\nto that Seller or any of its Affiliates;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c) no Group Company has made any payments, including bonuses or fees
\n(including consulting fees, monitoring fees, directors’ fees, licence fees or
\nroyalties), charges or compensation to, or granted future benefits to, or
\ntransferred assets to, or assumed, indemnified or incurred liabilities for the
\nbenefit of that Seller or any of its Affiliates;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d) no Group Company has made or agreed to make any payments to that Seller
\nor any of its Affiliates in respect of any share capital or other securities of
\nany Group Company being issued, redeemed, purchased or repaid, or any other
\nreturn of capital;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(e) no management charge or fee of any nature whatsoever has been paid to
\nthat Seller or any of its Affiliates by any of the Group Companies and there has
\nbeen no payment of any management charge, consulting, service or other fee or
\ncompensation by any of the Group Companies to that Seller or any of its
\nAffiliates;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(f) no Group Company has forgiven or waived any amount owed to it by that
\nSeller or any of its Affiliates; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(g) it has not made or entered into any agreement or arrangement (whether
\nconditional or not) or agreed to pay any fees, costs, expenses, Taxation or
\nother amounts relating to any of the matters referred to in this clause 5.1(a)
\nto 5.1(f).<\/p>\n<\/td>\n<\/tr>\n

\n

5.2<\/p>\n<\/td>\n

\n

In the event of any breach by any Seller of any of the warranties in
\nsub-clauses 5.1(a) to 5.1(g), inclusive (including for the avoidance of doubt,
\nany breach after the Completion Date to the extent that it results from an
\naction, omission or agreement made prior to Completion), in relation to that
\nSeller or its Affiliates, that Seller shall pay to the Buyer on demand an amount
\nin cash equal to the amount of any payment or other financial benefit received
\nby it or its Affiliates from the relevant Group Company as a result of such
\nbreach.<\/p>\n<\/td>\n<\/tr>\n

\n

5.3<\/p>\n<\/td>\n

\n

No Locked Box Claim may be made against a Seller unless notice of such Locked
\nBox Claim, complying with the provisions of paragraph 3.2 of Schedule 7, is
\nserved on that Seller in writing as soon as reasonably practicable after the
\nBuyer becomes aware that it is reasonably likely to have a Locked Box Claim and,
\nin any event, within six months following the Completion Date.<\/p>\n<\/td>\n<\/tr>\n

\n

6<\/p>\n<\/td>\n

\n

Warranties<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

6.1<\/p>\n<\/td>\n

\n

Each of the Sellers severally warrants to the Buyer in relation to itself or
\nhimself only, and not in relation to any other Seller, in the terms of the Title
\nWarranties, subject to the exclusions, limitations and qualifications set out in
\nthis clause 6 and Schedule 7.<\/p>\n<\/td>\n<\/tr>\n

\n

6.2<\/p>\n<\/td>\n

\n

Each of the Warrantors severally and proportionately, in the Agreed
\nProportions, warrants to the Buyer in the terms of the Business Warranties
\nsubject to:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a) each and any matter fairly disclosed or referred to in the Disclosure
\nLetter, the Disclosure Documents or provided for under the terms of this
\nAgreement provided such matters will be treated as fairly disclosed or referred
\nto in the Disclosure Letter or Disclosure Documents only to the extent that such
\ndisclosure is sufficient to enable a reasonable buyer to make an informed
\nassessment of the matter purported to be disclosed after taking appropriate
\nadvice upon the relevant Warranty and the disclosure;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b) any information obtained by the Buyer or any of its advisers during the
\ncourse of any investigation (whether authorised by the Sellers or not) by or on
\nbehalf of the Buyer into<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

the affairs of the Group Companies and any other information of which the
\nBuyer or any other member of the Buyer’s Group may have actual or constructive
\nknowledge (all such information being deemed to be disclosed to the Buyer); and\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c) the exclusions, limitations and qualifications set out in this clause 6
\nand Schedule 7.<\/p>\n<\/td>\n<\/tr>\n

\n

6.3<\/p>\n<\/td>\n

\n

Each of the Title Warranties and the Business Warranties shall be construed
\nas a separate and independent warranty and, subject to clauses 6.1 and 6.2 and
\nwhere this Agreement expressly provides otherwise, each Title Warranty and each
\nBusiness Warranty is not limited by the other provisions of this Agreement,
\nincluding the other Title Warranties and Business Warranties.<\/p>\n<\/td>\n<\/tr>\n

\n

6.4<\/p>\n<\/td>\n

\n

The Buyer acknowledges that it does not rely on and has not been induced to
\nenter into this Agreement on the basis of any indemnities, warranties,
\nrepresentations, covenants, undertakings, or other assurances or statements
\nwhatsoever, other than those expressly set out in this Agreement and
\nacknowledges that none of the Sellers and none of the Group Companies nor any of
\ntheir agents, officers or employees have given any indemnities, warranties,
\nrepresentations, covenants, undertakings, or other assurances or statements
\nother than those expressly set out in this Agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

6.5<\/p>\n<\/td>\n

\n

Subject to clause 11.6, the sole remedy of the Buyer for any breach of any of
\nthe Warranties and any other breach of this Agreement by the Sellers shall be an
\naction for damages. The Buyer shall not be entitled to rescind or terminate this
\nAgreement in any circumstances whatsoever, other than any such entitlement
\narising due to fraudulent misrepresentation.<\/p>\n<\/td>\n<\/tr>\n

\n

6.6<\/p>\n<\/td>\n

\n

Where any Business Warranty is qualified by the expression “so far as each of
\nthe Warrantors is aware” or any expression having a similar effect, that
\nBusiness Warranty shall be deemed to include an additional statement that it has
\nbeen made after reasonable enquiry by the Warrantors.<\/p>\n<\/td>\n<\/tr>\n

\n

6.7<\/p>\n<\/td>\n

\n

Each Seller shall promptly disclose to the Buyer any matter or thing which
\narises or of which it becomes aware after entering into this Agreement which is
\ninconsistent with or a breach of any of the Title Warranties given by it or
\nwhich might render any of the Title Warranties misleading.<\/p>\n<\/td>\n<\/tr>\n

\n

6.8<\/p>\n<\/td>\n

\n

Each Warrantor shall promptly disclose to the Buyer any matter or thing which
\narises or of which it becomes aware after entering into this Agreement which is
\ninconsistent with or a breach of any of the Business Warranties or which might
\nrender any of the Business Warranties misleading.<\/p>\n<\/td>\n<\/tr>\n

\n

6.9<\/p>\n<\/td>\n

\n

The Sellers shall not (if a claim is made against any of them in connection
\nwith the sale of the Shares to the Buyer) make any claim against any Group
\nCompany or against any director, employee, agent or officer of any Group Company
\non whom any of the Sellers may have relied before agreeing to any term of this
\nAgreement or authorising any statement in the Disclosure Letter. The Sellers
\nacknowledge that they have no rights to make any such claim. This shall not
\nprevent any Seller from claiming against any other Seller under any right of
\ncontribution or indemnity to which he may be entitled. The rights of each Group
\nCompany and any director, employee, agent or officer of any Group Company under
\nthis clause are subject to the provisions of clause 32 (rights of third
\nparties).<\/p>\n<\/td>\n<\/tr>\n

\n

6.10<\/p>\n<\/td>\n

\n

Unless expressly provided otherwise in this Agreement, the liability of the
\nSellers for their respective obligations and liabilities under this Agreement
\nshall be several.<\/p>\n<\/td>\n<\/tr>\n

\n

7<\/p>\n<\/td>\n

\n

Buyer Warranties<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

7.1<\/p>\n<\/td>\n

\n

The Buyer warrants to the Sellers in the terms of the Buyer Warranties in
\nSchedule 6.<\/p>\n<\/td>\n<\/tr>\n

\n

7.2<\/p>\n<\/td>\n

\n

The Buyer acknowledges that the Sellers have entered into this Agreement in
\nreliance on the Buyer Warranties.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

8<\/p>\n<\/td>\n

\n

Release of Group Companies<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

8.1<\/p>\n<\/td>\n

\n

Subject to clause 8.2 and satisfaction of all the Buyer’s obligations
\npursuant to clause 4.2 and Part 2 of Schedule 3, each Seller hereby
\nunconditionally releases the Company and each Group Company from any claim or
\nright of action of any kind that the Seller may have against the Company or any
\nGroup Company, save in respect of the rights of Carta Capital pursuant to the
\nWithholding Tax Instruction Letter.<\/p>\n<\/td>\n<\/tr>\n

\n

8.2<\/p>\n<\/td>\n

\n

Nothing in clause 8.1, shall affect any claim or right of action that any of
\nthe Warrantors may have against the Company or any Group Company arising as a
\nconsequence of a Warrantors capacity as a director or employee of the Company or
\nany Group Company.<\/p>\n<\/td>\n<\/tr>\n

\n

9<\/p>\n<\/td>\n

\n

Announcements<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

9.1<\/p>\n<\/td>\n

\n

Except to the extent otherwise expressly permitted by this Agreement, the
\nparties shall not make any public announcement or issue a press release or
\nrespond to any enquiry from the press or other media concerning or relating to
\nthis Agreement or its subject matter or any ancillary matter, unless the form
\nand content of such announcement or press release have been submitted to, and
\nagreed by, the other parties to this Agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

9.2<\/p>\n<\/td>\n

\n

Notwithstanding any other provision in this Agreement, either the Sellers or
\nthe Buyer may, after consultation with the other parties whenever practicable,
\nmake or permit to be made an announcement concerning or relating to this
\nAgreement or its subject matter or any ancillary matter if and to the extent
\nrequired by:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a) law; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b) any securities exchange on which either any of the Sellers’ or the
\nBuyer’s securities are listed or traded; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c) any regulatory or governmental or other authority with relevant powers to
\nwhich either any of the Sellers or the Buyer is subject or submits, whether or
\nnot the requirement has the force of law.<\/p>\n<\/td>\n<\/tr>\n

\n

10<\/p>\n<\/td>\n

\n

Confidentiality<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

10.1<\/p>\n<\/td>\n

\n

Each of the Sellers and the Buyer hereby undertakes that it shall both during
\nand after the term of this Agreement preserve the confidentiality of the
\nNon-Disclosable Information and, except to the extent otherwise expressly
\npermitted by this Agreement, not directly or indirectly reveal, report, publish,
\ndisclose or transfer or use for its own or any other purposes such
\nNon-Disclosable Information.<\/p>\n<\/td>\n<\/tr>\n

\n

10.2<\/p>\n<\/td>\n

\n

Notwithstanding any other provision in this Agreement, either the Sellers or
\nthe Buyer may, after consultation with the other party whenever practicable and
\nlawful, disclose Non-Disclosable Information if and to the extent:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a) required by law; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b) required by any securities exchange on which either the Sellers’ or the
\nBuyer’s securities are listed or traded; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c) required by any regulatory or governmental or other authority with
\nrelevant powers to which either any of the Sellers’ or the Buyer’s is subject or
\nsubmits (whether or not the authority has the force of law); or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d) required to vest the full benefit of this Agreement in that party or to
\nenforce any of the rights of that party in this Agreement; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(e) required by its professional advisers, officers, employees, consultants,
\nsubcontractors or agents to provide their services (and subject always to
\nsimilar duties of confidentiality); or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(f) that information is in or has come into the public domain through no
\nfault of that party; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(g) the other party has given prior written consent to the disclosure; or\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(h) it is necessary to obtain any relevant Taxation clearances from any
\nappropriate Taxing Authority.<\/p>\n<\/td>\n<\/tr>\n

\n

10.3<\/p>\n<\/td>\n

\n

The restrictions contained in this clause 10 shall continue to apply after
\nCompletion without limit in time.<\/p>\n<\/td>\n<\/tr>\n

\n

11<\/p>\n<\/td>\n

\n

Restrictive Covenants<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

11.1<\/p>\n<\/td>\n

\n

Subject to clause 11.2, each of the Warrantors covenants with the Buyer that
\nhe shall not in any capacity whatever and whether directly or indirectly, except
\nwith the written consent of the Buyer:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a) until the date that is 24 months after the Completion Date or, if the
\nWarrantor becomes a Good Leaver, until the date that is 12 months after the
\nCompletion Date, within the Restricted Area, engage in any business or be
\nemployed by or act as a consultant to any group of companies which directly or
\nindirectly is engaged in any business which:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(i) is a category manager for footwear in one or more department stores,
\nchain stores or other retailer containing footwear concessions (for the
\navoidance of doubt, this does not prohibit the Warrantor from working directly
\nor indirectly for any department store, chain store or other retailer unless
\ndoing so would breach either clause 11.1(a)(ii) or (iii) below); or<\/p>\n

(ii) is one of the Key Suppliers or one of the Key Customers; or<\/p>\n

(iii) is a general retailing business which has a turnover attributable to
\nfootwear of 50 per cent. or more of the annual turnover of that business; or\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b) until the date that is 24 months after the Completion Date or, if the
\nWarrantor becomes a Good Leaver, until the date that is 12 months after the
\nCompletion Date, directly or indirectly, endeavour to entice away from any Group
\nCompany or solicit or endeavour to solicit, canvass or approach for any
\ncompetitive purpose any Customer with which he shall have had dealings as part
\nof his duties at any time during the Lookback Period; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c) until the date that is 24 months after the Completion Date, or, if the
\nWarrantor becomes a Good Leaver, until the date that is 12 months after the
\nCompletion Date, directly or indirectly, endeavour to entice away from any Group
\nCompany or solicit or endeavour to solicit, canvass or approach for any
\ncompetitive purpose any Supplier with which he shall have had dealings as part
\nof his duties at any time during the Lookback Period; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d) until the date that is 24 months after the Completion Date, or, if the
\nWarrantor becomes a Good Leaver, until the date that is 12 months after the
\nCompletion Date, directly or indirectly, employ, engage, solicit or endeavour to
\nsolicit or endeavour to solicit, or induce or seek to induce, to leave the
\nservice of any Group Company any person who is or was a Key Employee with whom
\nhe shall have had dealings at any time during the Lookback Period, whether or
\nnot such person would commit any breach of his contract of employment or
\nengagement by reason of so leaving the service of any Group Company or
\notherwise; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(e) until the date that is 24 months after the Completion Date, disclose or
\nuse, for its own benefit or that of any other person (other than for the proper
\nperformance of his duties to any Group Company) any Know how, Confidential
\nInformation or trade secrets which it<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

13<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

possesses concerning the business or affairs of any Group Company or of any
\nperson having dealings with any Group Company except any such Know how which is
\nin the public domain other than by reason of any breach of any obligations under
\nthis Agreement or any breach by any person of any duty of confidentiality in
\nrelation to the business or affairs of any Group Company.<\/p>\n<\/td>\n<\/tr>\n

\n

11.2<\/p>\n<\/td>\n

\n

The restrictions in clause 11.1 shall not prevent any of the Warrantors
\nowning any interest in the shares or other securities of a company traded on a
\nsecurities market provided such interest does not extend to more than 3 per
\ncent. of the issued share capital of the company or the class of securities
\nconcerned.<\/p>\n<\/td>\n<\/tr>\n

\n

11.3<\/p>\n<\/td>\n

\n

Each of the restrictions in clause 11.1 is separate, distinct and severable
\nand is to be construed separately from the other restrictions and shall be
\nenforceable independently of each of the others and its validity shall not be
\naffected if any of the others is invalid. If any of those restrictions is void
\nbut would be valid if some part of the restrictions were deleted the restriction
\nin question shall apply with such modification as may be necessary to make it
\nvalid.<\/p>\n<\/td>\n<\/tr>\n

\n

11.4<\/p>\n<\/td>\n

\n

The Graphite Entities covenant (in respect of themselves only and not in
\nrespect of any other Seller) with the Buyer that except with the Buyer’s written
\nconsent the Graphite Entities shall not, and shall not knowingly permit (when
\nthe Graphite Entities have the legal power to prevent) any of their portfolio
\ncompanies at any time during the period of 24 months commencing on the
\nCompletion Date, to employ, engage, solicit or endeavour to solicit or induce or
\nseek to induce, to leave the service of any Group Company any of the Warrantors
\nand any other Key Employee with whom any of the Graphite Entities shall have had
\nany direct dealings at any time during the Lookback Period, whether or not such
\nperson would commit any breach of his contract of employment or engagement by
\nreason of so leaving the service of any Group Company or otherwise.<\/p>\n<\/td>\n<\/tr>\n

\n

11.5<\/p>\n<\/td>\n

\n

Each of the Warrantors in respect of the restrictions in clause 11.1 and the
\neach of the Graphite Entities in respect of the restrictions in clause 11.4,
\nhereby acknowledges that he considers the restrictions in clause 11.1 and in
\nclause 11.4 respectively to be reasonable both individually and in the aggregate
\nand that the duration extent and application of each of such restrictions are no
\ngreater than is necessary for the protection of the goodwill of the businesses
\nof the Group and that the Consideration paid by the Buyer for the Shares
\npurchased from him takes into account and adequately compensates him for any
\nrestriction or restraint imposed thereby. However, in the event that any such
\nrestriction shall be found to be void or unenforceable but would be valid or
\nenforceable if some part or parts thereof were deleted or the period or area of
\napplication reduced, each of the Warrantors and the Graphite Entities hereby
\nagrees that such restriction shall apply with such modification as may be
\nnecessary to make it valid.<\/p>\n<\/td>\n<\/tr>\n

\n

11.6<\/p>\n<\/td>\n

\n

Without prejudice to any other rights or remedies that the Buyer may have for
\nthe Warrantors’ or the Graphite Entities’ breach of this clause 11, each party
\nto this Agreement acknowledges and agrees that damages alone may not be an
\nadequate remedy for any breach by the Warrantors or the Graphite Entities (as
\nthe case may be) of the provisions of this clause 11, and that the remedies of
\ninjunction and specific performance as well an any other equitable relief for
\nany threatened or actual breach may be more appropriate remedies.<\/p>\n<\/td>\n<\/tr>\n

\n

12<\/p>\n<\/td>\n

\n

Entire agreement<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

12.1<\/p>\n<\/td>\n

\n

Each of the parties confirms that this Agreement, the Disclosure Letter and
\nany documents referred to in this Agreement as being in the agreed form
\nconstitute the entire agreement between the parties relating to the subject
\nmatter of this Agreement and supersede and extinguish any prior drafts,
\nagreements, undertakings, representations, warranties and arrangements of any
\nnature whatsoever, whether or not in writing, between the parties in relation to
\nthe subject matter of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

14<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

12.2<\/p>\n<\/td>\n

\n

Each of the parties acknowledges and agrees that it has not entered into this
\nAgreement in reliance on any statement or representation of any person (whether
\na party to this Agreement or not) other than as expressly incorporated in this
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n

\n

12.3<\/p>\n<\/td>\n

\n

Nothing in this Agreement or in any other document referred to herein shall
\nbe read or construed as excluding any liability or remedy as a result of fraud.\n<\/p>\n<\/td>\n<\/tr>\n

\n

12.4<\/p>\n<\/td>\n

\n

Without limiting the generality of the foregoing, each of the parties
\nirrevocably and unconditionally waives any right or remedy it may have to claim
\ndamages and\/or to rescind this Agreement by reason of any misrepresentation
\n(other than a fraudulent misrepresentation) having been made to it by any
\nperson, whether or not party to this Agreement, and upon which it has relied in
\nentering into this Agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

13<\/p>\n<\/td>\n

\n

Assignment and transfer<\/strong><\/p>\n

This Agreement is personal to the parties and no party to this Agreement may
\nassign, transfer, sub contract, delegate, charge or otherwise deal in any other
\nmanner with this Agreement or any of its rights or obligations nor grant,
\ndeclare, create or dispose of any right or interest in it without the prior
\nwritten consent of the Buyer (in the case of any Seller) or each of the Sellers
\n(in the case of the Buyer). Any purported assignment, transfer, sub contracting,
\ndelegation, charging or dealing in contravention of this clause shall be
\nineffective.<\/p>\n<\/td>\n<\/tr>\n

\n

14<\/p>\n<\/td>\n

\n

Costs and expenses<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

14.1<\/p>\n<\/td>\n

\n

Except as otherwise stated in this Agreement, each of the parties to this
\nAgreement shall pay its own costs and expenses in relation to the negotiation,
\npreparation, execution, performance and implementation of this Agreement and
\neach document referred to in it and other agreements forming part of the
\ntransaction, save that this clause shall not prejudice the right of any party to
\nthis Agreement to seek to recover its costs in any litigation or dispute
\nresolution procedure which may arise out of this Agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

14.2<\/p>\n<\/td>\n

\n

Each of the Sellers agree that the costs and expenses to be paid by it or him
\nin accordance with clause 14.1 shall be paid out of the Cash Consideration due
\nto each of the Sellers in accordance with this Agreement and where the costs and
\nexpenses are to be paid by all Sellers such costs and expenses shall be divided
\namong the Sellers according to each Seller’s proportionate shareholding of the
\ntotal number of Shares immediately prior to Completion.<\/p>\n<\/td>\n<\/tr>\n

\n

15<\/p>\n<\/td>\n

\n

Interest on late payments<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

15.1<\/p>\n<\/td>\n

\n

If any party to this Agreement fails to pay any sum payable by it on the due
\ndate for payment under this Agreement, it shall pay interest on the overdue sum
\nfor the period from and including the due date of payment up to the date of
\nactual payment (after as well as before judgment) in accordance with clause
\n15.2.<\/p>\n<\/td>\n<\/tr>\n

\n

15.2<\/p>\n<\/td>\n

\n

The interest referred to in clause 15.1 shall accrue from day to day and
\nshall be paid on demand at the rate of 3 per cent. above the base rate from time
\nto time of Barclays Bank plc. Unpaid interest shall compound quarterly.<\/p>\n<\/td>\n<\/tr>\n

\n

16<\/p>\n<\/td>\n

\n

No set-off<\/strong><\/p>\n

Except to the extent otherwise expressly permitted by this Agreement, all
\npayments to be made under this Agreement shall be made in full without any
\nset-off or counterclaim and free from any deduction or withholding save as may
\nbe required by law in which event such deduction or withholding shall not exceed
\nthe minimum amount which it is required by law to deduct or withhold and the
\npayer will simultaneously pay to the payee such additional amounts as will
\nresult in the receipt by the payee of a net amount equal to the full amount
\nwhich would otherwise have been receivable had no such deduction or withholding
\nbeen required.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

15<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

17<\/p>\n<\/td>\n

\n

Taxation of payments<\/strong><\/p>\n

Any payment made by or due from the Sellers under, or pursuant to the terms
\nof, this Agreement shall be free and clear of all Taxation whatsoever save only
\nfor any deductions or withholdings required by law.<\/p>\n<\/td>\n<\/tr>\n

\n

18<\/p>\n<\/td>\n

\n

Payments net of Taxation<\/strong><\/p>\n

If any deductions or withholdings are required by law, or any payments made
\nby or due from the Sellers under this Agreement are liable for Taxation (whether
\nin the hands of the Buyer or any Group Company or otherwise), or would have been
\nliable for Taxation but for the utilisation of any Taxation relief in respect of
\nsuch liability, the Sellers shall be liable to pay to the Buyer or the relevant
\nGroup Company (as the case may be) such further sums as shall be required to
\nensure that the net amount received by the Buyer or the relevant Group Company
\n(as the case may be) will equal the full amount which would have been received
\nunder the relevant provisions of this Agreement in the absence of any such
\ndeductions, withholdings or Taxation liabilities.<\/p>\n<\/td>\n<\/tr>\n

\n

19<\/p>\n<\/td>\n

\n

Waiver<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

19.1<\/p>\n<\/td>\n

\n

A waiver of any right, power, privilege or remedy provided by this Agreement
\nmust be in writing and may be given subject to any conditions thought fit by the
\ngrantor. For the avoidance of doubt, any omission to exercise, or delay in
\nexercising, any right, power, privilege or remedy provided by this Agreement
\nshall not constitute a waiver of that or any other right, power, privilege or
\nremedy.<\/p>\n<\/td>\n<\/tr>\n

\n

19.2<\/p>\n<\/td>\n

\n

A waiver of any right, power, privilege or remedy provided by this Agreement
\nshall not constitute a waiver of any other breach or default by any other party
\nto this Agreement and shall not constitute a continuing waiver of the right,
\npower, privilege or remedy waived or a waiver of any other right, power,
\nprivilege or remedy.<\/p>\n<\/td>\n<\/tr>\n

\n

19.3<\/p>\n<\/td>\n

\n

Any single or partial exercise of any right, power, privilege or remedy
\narising under this Agreement shall not preclude or impair any other or further
\nexercise of that or any other right, power, privilege or remedy.<\/p>\n<\/td>\n<\/tr>\n

\n

20<\/p>\n<\/td>\n

\n

Variation<\/strong><\/p>\n

No variation of this Agreement (or any of the documents referred to in it)
\nshall be valid unless it is in writing (which, for this purpose, does not
\ninclude email) and signed by or on behalf of each of the parties to this
\nAgreement. The expression “variation” includes any variation, supplement,
\ndeletion or replacement however effected.<\/p>\n<\/td>\n<\/tr>\n

\n

21<\/p>\n<\/td>\n

\n

Severance<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

21.1<\/p>\n<\/td>\n

\n

If any provision of this Agreement is held to be invalid or unenforceable by
\nany judicial or other competent authority, all other provisions of this
\nAgreement will remain in full force and effect and will not in any way be
\nimpaired.<\/p>\n<\/td>\n<\/tr>\n

\n

21.2<\/p>\n<\/td>\n

\n

If any provision of this Agreement is held to be invalid or unenforceable but
\nwould be valid or enforceable if some part of the provision were deleted, or the
\nperiod of the obligation reduced in time, or the range of activities or area
\ncovered, reduced in scope, the provision in question will apply with the minimum
\nmodifications necessary to make it valid and enforceable.<\/p>\n<\/td>\n<\/tr>\n

\n

22<\/p>\n<\/td>\n

\n

Further assurance<\/strong><\/p>\n

Each of the Sellers shall use its reasonable endeavours from time to time on
\nor following Completion, on being required to do so by the Buyer, to do or
\nprocure the doing of all such acts and\/or execute or procure the execution of
\nall such documents in a form reasonably satisfactory to the Buyer for giving
\nfull effect to this Agreement and securing to the Buyer the full benefit of the\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

16<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

rights, powers, privileges and remedies conferred upon the Buyer in this
\nAgreement, provided that the Seller receiving the request shall not be obliged
\nto incur any costs in connection with such acts.<\/p>\n<\/td>\n<\/tr>\n

\n

23<\/p>\n<\/td>\n

\n

Tax computations<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

23.1<\/p>\n<\/td>\n

\n

If requested in writing by Graphite (or its professional advisers), the
\nWarrantors’ Representative or Carta Capital (as the case may be), the Buyer
\nshall or shall procure that the Group Companies shall permit Graphite (and its
\nprofessional advisers) and\/or the Warrantors’ Representative and Carta Capital
\n(as appropriate) reasonable access to, and shall provide them with copies of,
\nthe Group Companies’ corporation tax computations and returns (together, the
\n“Tax Computations”) for each accounting period in which Graphite and\/or any
\nWarrantor held an interest in the Group, together with all supporting
\ndocumentation.<\/p>\n<\/td>\n<\/tr>\n

\n

23.2<\/p>\n<\/td>\n

\n

The Buyer agrees and agrees to procure that the Tax Computations of KG Bidco
\nLimited for all accounting periods ended on or before Completion and the
\naccounting period current at Completion shall be submitted on a basis consistent
\nwith the Advanced Thin Capitalisation Agreement agreed with HMRC in June 2009, a
\ncopy of which appears as Disclosure Document 5.3.<\/p>\n<\/td>\n<\/tr>\n

\n

23.3<\/p>\n<\/td>\n

\n

The Buyer shall procure that:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a) in respect of the accounting period ended 31 January 2011, KG Bidco
\nLimited submits its corporation tax computations and returns (the “2011 Tax
\nComputations”) to HMRC on or before 31 December 2011 and shall provide, or shall
\nprocure that KG Bidco Limited provides, Graphite, the Warrantors’ Representative
\nand Carta Capital with a copy of the 2011 Tax Computations when they are
\nsubmitted to HMRC; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b) in respect of the accounting period ending 31 January 2012, KG Bidco
\nLimited submits its corporation tax computations and returns (the “2012 Tax
\nComputations”) to HMRC on or before 31 December 2012 and shall provide, or shall
\nprocure that KG Bidco Limited provides, Graphite, the Warrantors’ Representative
\nand Carta Capital with a copy of the 2012 Tax Computations when they are
\nsubmitted to HMRC.<\/p>\n<\/td>\n<\/tr>\n

\n

24<\/p>\n<\/td>\n

\n

Notices<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

24.1<\/p>\n<\/td>\n

\n

Any communication to be given in connection with this Agreement shall be in
\nwriting in English except where expressly provided otherwise and shall either be
\ndelivered by hand or sent by first class prepaid post or fax or by email.
\nDelivery by courier shall be regarded as delivery by hand.<\/p>\n<\/td>\n<\/tr>\n

\n

24.2<\/p>\n<\/td>\n

\n

Such communication shall be sent to the address of the relevant party
\nreferred to in this Agreement or the fax number or email address set out below
\nor to such other address or fax number or email address as may previously have
\nbeen communicated to the other parties to this Agreement in accordance with this
\nclause 24.2 and clause 24.5. Each communication shall be marked for the
\nattention of the relevant person referred to below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

17<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
\n

Party<\/strong><\/p>\n<\/td>\n

\n

Address<\/strong><\/p>\n<\/td>\n

\n

Fax number<\/strong><\/p>\n<\/td>\n

\n

e-mail address<\/strong><\/p>\n<\/td>\n

\n

For the attention of:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Graphite<\/p>\n<\/td>\n

\n

Berkeley Square House, Berkeley Square, London, W1J 6BQ, United Kingdom.<\/p>\n<\/td>\n

\n

+44 (0)20 7825 5399<\/p>\n<\/td>\n

\n

mgolser@graphitecapital.com<\/p>\n<\/td>\n

\n

Markus Golser<\/p>\n<\/td>\n<\/tr>\n

\n

with a copy to:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SJ Berwin LLP<\/p>\n<\/td>\n

\n

10 Queen Street Place, London EC4R 1BE, United Kingdom<\/p>\n<\/td>\n

\n

+44 (0)20 7111 2000<\/p>\n<\/td>\n

\n

martin.bowen@sjberwin.com
\nnadim.zaman@sjberwin.com<\/p>\n<\/td>\n

\n

Martin Bowen and
\nNadim Zaman<\/p>\n<\/td>\n<\/tr>\n

\n

Carta Capital<\/p>\n<\/td>\n

\n

560A Rue de Neudorf, L-2220, Luxembourg<\/p>\n<\/td>\n

\n

+44 (0)20 3514 1736<\/p>\n<\/td>\n

\n

Audun.Gudmundsson@cartacapital.net<\/p>\n<\/td>\n

\n

Audun Gudmundsson<\/p>\n<\/td>\n<\/tr>\n

\n

Harrods<\/p>\n<\/td>\n

\n

87-135 Brompton Road, Knightsbridge, London, SW1X 7XL<\/p>\n<\/td>\n

\n

–<\/p>\n<\/td>\n

\n

Michael.Ward@Harrods.com<\/p>\n<\/td>\n

\n

Michael Ward<\/p>\n<\/td>\n<\/tr>\n

\n

Warrantors, acting by the Warrantors’ Representative<\/p>\n<\/td>\n

\n

Kurt Geiger Limited, 75 Bermondsey Street, London SE1 3XF<\/p>\n<\/td>\n

\n

+44 (0)20 7546 1880<\/p>\n<\/td>\n

\n

Dale.Christilaw@kurtgeiger.com<\/p>\n<\/td>\n

\n

Dale Christilaw<\/p>\n<\/td>\n<\/tr>\n

\n

with a copy to:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SJ Berwin LLP<\/p>\n<\/td>\n

\n

10 Queen Street Place, London EC4R 1BE, United Kingdom<\/p>\n<\/td>\n

\n

+44 (0)20 7111 2000<\/p>\n<\/td>\n

\n

martin.bowen@sjberwin.com
\nnadim.zaman@sjberwin.com<\/p>\n<\/td>\n

\n

Martin Bowen and
\nNadim Zaman<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

18<\/p>\n

\n\n\n\n\n\n\n
\n

Buyer<\/p>\n<\/td>\n

\n

Jones Apparel Group Holdings Inc., c\/o The Jones Group Inc., 1411 Broadway,
\n36th Floor, New York, NY 10018, U.S.A<\/p>\n<\/td>\n

\n

+1 212 790 9988<\/p>\n<\/td>\n

\n

IDansky@jny.com<\/p>\n<\/td>\n

\n

Ira Dansky<\/p>\n<\/td>\n<\/tr>\n

\n

with a copy to:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Herbert Smith LLP<\/p>\n<\/td>\n

\n

Exchange House, Primrose Street, London EC2A 2HS, United Kingdom<\/p>\n<\/td>\n

\n

+44 (0)20 7374 0888<\/p>\n<\/td>\n

\n

ben.ward@herbertsmith.com<\/p>\n<\/td>\n

\n

Ben Ward<\/p>\n<\/td>\n<\/tr>\n

\n

The Jones Group Inc.,<\/p>\n<\/td>\n

\n

1411 Broadway, 36th Floor, New York, NY 10018, U.S.A<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

24.3<\/p>\n<\/td>\n

\n

A communication shall be deemed to have been served:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a) if delivered by hand at the address referred to in clause 24.2, at the
\ntime of delivery;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b) if sent by first class prepaid post to the address referred to in clause
\n24.2, at the expiration of two clear days after the time of posting; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c) if sent by fax to the number referred to in clause 24.2 or sent by email
\nto the email address specified in that clause, at the time of completion of
\ntransmission by the sender.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

If a communication would otherwise be deemed to have been delivered outside
\nnormal business hours (being 9.30 am to 5.30 pm on a Business Day) under the
\npreceding provisions of this clause 24.3 it shall be deemed to have been
\ndelivered at the next opening of such business hours.<\/p>\n<\/td>\n<\/tr>\n

\n

24.4<\/p>\n<\/td>\n

\n

In proving service of the communication, it shall be sufficient to show that
\ndelivery by hand was made or that the envelope containing the communication was
\nproperly addressed and posted as a first class prepaid letter or that the fax
\nwas despatched and a confirmatory transmission report received or that the email
\nwas transmitted to the correct email address, whether or not opened or read by
\nthe recipient.<\/p>\n<\/td>\n<\/tr>\n

\n

24.5<\/p>\n<\/td>\n

\n

A party to this Agreement may notify the other parties to this Agreement of a
\nchange to its name, relevant addressee, address, fax number or email address for
\nthe purposes of clause 24.2 provided that such notification shall only be
\neffective on:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a) the date specified in the notification as the date on which the change is
\nto take place; o<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b) if no date is specified or the date specified is less than five clear
\nBusiness Days after the date on which notice is deemed to have been served, the
\ndate falling five clear Business Days after notice of any such change is deemed
\nto have been given.<\/p>\n<\/td>\n<\/tr>\n

\n

24.6<\/p>\n<\/td>\n

\n

For the avoidance of doubt, the parties agree that the provisions of clauses
\n24.1, 24.2, 24.3, 24.4 and 24.5 shall not apply in relation to the service of
\nany claim form, application notice, order, judgment or other document relating
\nto or in connection with any proceeding, suit or action arising out of or in
\nconnection with this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

19<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

25<\/p>\n<\/td>\n

\n

Effect of Completion<\/strong><\/p>\n

So far as it remains to be performed, this Agreement shall continue in full
\nforce and effect after Completion. The rights and remedies of the parties to
\nthis Agreement shall not be affected by Completion.<\/p>\n<\/td>\n<\/tr>\n

\n

26<\/p>\n<\/td>\n

\n

Counterparts<\/strong><\/p>\n

This Agreement may be executed in any number of counterparts, each of which
\nwhen executed and delivered shall constitute an original, and all the
\ncounterparts shall together constitute one and the same agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

27<\/p>\n<\/td>\n

\n

Governing law<\/strong><\/p>\n

This Agreement and any dispute or Claim arising out of or in connection with
\nit or its subject matter, existence, negotiation, validity, termination or
\nenforceability whether of a contractual or non-contractual nature, shall be
\ngoverned by and construed in accordance with the law of England and Wales.<\/p>\n<\/td>\n<\/tr>\n

\n

28<\/p>\n<\/td>\n

\n

Jurisdiction<\/strong><\/p>\n

The parties irrevocably agree that the courts of England and Wales shall have
\nexclusive jurisdiction to settle any dispute that may arise out of or in
\nconnection with this Agreement or its subject matter, existence, negotiation,
\nvalidity, termination or enforceability (including non-contractual disputes or
\nclaims).<\/p>\n<\/td>\n<\/tr>\n

\n

29<\/p>\n<\/td>\n

\n

Service of Process<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

29.1<\/p>\n<\/td>\n

\n

In the event that any party to this Agreement commences legal proceedings
\nrelating to this Agreement, the claim form or other process by which it is
\nstarted may be served on a party to this Agreement who is a defendant at the
\nplace at which and in the manner in which notices may be given to that party in
\naccordance with clause 24 and in accordance with clauses 29.2 to 29.4.<\/p>\n<\/td>\n<\/tr>\n

\n

29.2<\/p>\n<\/td>\n

\n

The Buyer hereby appoints Kurt Geiger Limited of 75 Bermondsey Street,
\nLondon, SE1 3XF (the “Agent”) as its process agent to receive on its behalf
\nservice of process of any legal proceedings brought by the Sellers relating to
\nthis Agreement. Service on the Agent shall be good service upon the Buyer
\nwhether or not it is forwarded to and received by the Buyer.<\/p>\n<\/td>\n<\/tr>\n

\n

29.3<\/p>\n<\/td>\n

\n

If, for any reason, the Agent ceases to act as process agent, or ceases to
\nhave an address in England, the Buyer irrevocably agrees to appoint a substitute
\nprocess agent in England and shall deliver to the Sellers a copy of the
\nsubstitute process agent’s acceptance of that appointment.<\/p>\n<\/td>\n<\/tr>\n

\n

29.4<\/p>\n<\/td>\n

\n

In the event that the Agent (or any successor process agent) ceases to act as
\nprocess agent, or ceases to have an address in England, then until 28 days after
\nthe Buyer complies with clause 29.3, it shall be effective service for the
\nSellers to serve the claim form or other process upon the last known address of
\nthe Agent or any successor process agent notified to the Sellers.<\/p>\n<\/td>\n<\/tr>\n

\n

30<\/p>\n<\/td>\n

\n

Warrantors’ Representative<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

30.1<\/p>\n<\/td>\n

\n

Each of the Warrantors irrevocably appoints and authorises the Warrantors’
\nRepresentative to act in his name and on his behalf in relation to all matters
\nwhich this Agreement expressly provides may be agreed, approved, carried out or
\nreceived by the Warrantors’ Representative.<\/p>\n<\/td>\n<\/tr>\n

\n

30.2<\/p>\n<\/td>\n

\n

Unless and until notified in writing to the contrary by all of the
\nWarrantors, the Buyer shall be entitled to rely on the authority of the
\nWarrantors’ Representative within the scope of its authority (as described in
\nthis clause 30.2) without further enquiry. The Warrantors’ Representative shall
\nhave no authority to bind the Warrantors otherwise than as referred to in this
\nclause 30.2.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

20<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

30.3<\/p>\n<\/td>\n

\n

Such of the Warrantors who together own 80% of the Shares held by the
\nWarrantors immediately prior to Completion may change the Warrantors’
\nRepresentative by notice in writing to the Buyer and to the other Warrantors
\ngiven in accordance with clause 24.<\/p>\n<\/td>\n<\/tr>\n

\n

30.4<\/p>\n<\/td>\n

\n

Save in respect of fraud, the Warrantors’ Representative shall not be held
\nliable to the Warrantors for any claims whatsoever arising from any act he may
\ndo or refrain from doing pursuant to this Agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

31<\/p>\n<\/td>\n

\n

Interpretation<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

31.1<\/p>\n<\/td>\n

\n

The clause and paragraph headings and the table of contents used in this
\nAgreement are inserted for ease of reference only and shall not affect
\nconstruction.<\/p>\n<\/td>\n<\/tr>\n

\n

31.2<\/p>\n<\/td>\n

\n

References in this Agreement and the Schedules to the parties, the
\nIntroduction, Schedules and clauses are references respectively to the parties,
\nthe Introduction and Schedules to and clauses of this Agreement, unless
\notherwise expressly stated.<\/p>\n<\/td>\n<\/tr>\n

\n

31.3<\/p>\n<\/td>\n

\n

A reference in a Schedule to a paragraph is to the relevant paragraph of the
\nSchedule in which such reference appears, unless otherwise expressly stated.\n<\/p>\n<\/td>\n<\/tr>\n

\n

31.4<\/p>\n<\/td>\n

\n

References to documents in the “agreed form” are to documents in terms agreed
\nbetween the parties prior to execution of this Agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

31.5<\/p>\n<\/td>\n

\n

References to “writing” or “written” includes any other non-transitory form
\nof visible reproduction of words.<\/p>\n<\/td>\n<\/tr>\n

\n

31.6<\/p>\n<\/td>\n

\n

References to times of the day are to that time in London and references to a
\nday are to a period of 24 hours running from midnight.<\/p>\n<\/td>\n<\/tr>\n

\n

31.7<\/p>\n<\/td>\n

\n

References to any English legal term or legal concept shall in respect of any
\njurisdiction other than England be deemed to include that which most
\napproximates in that jurisdiction to such English legal term or legal concept.\n<\/p>\n<\/td>\n<\/tr>\n

\n

31.8<\/p>\n<\/td>\n

\n

References to persons shall include bodies corporate, unincorporated
\nassociations and partnerships, in each case whether or not having a separate
\nlegal personality.<\/p>\n<\/td>\n<\/tr>\n

\n

31.9<\/p>\n<\/td>\n

\n

References to the word “include” or “including” (or any similar term) are not
\nto be construed as implying any limitation and general words introduced by the
\nword “other” (or any similar term) shall not be given a restrictive meaning by
\nreason of the fact that they are preceded by words indicating a particular class
\nof acts, matters or things.<\/p>\n<\/td>\n<\/tr>\n

\n

31.10<\/p>\n<\/td>\n

\n

Save where the context specifically requires otherwise, words importing one
\ngender shall be treated as importing any gender, words importing individuals
\nshall be treated as importing corporations and vice versa, words importing the
\nsingular shall be treated as importing the plural and vice versa, and words
\nimporting the whole shall be treated as including a reference to any part
\nthereof.<\/p>\n<\/td>\n<\/tr>\n

\n

31.11<\/p>\n<\/td>\n

\n

References to statutory provisions, enactments or EC Directives shall include
\nreferences to any amendment, modification, extension, consolidation, replacement
\nor re-enactment of any such provision, enactment or directive (whether before or
\nafter the date of this Agreement), to any previous enactment which has been
\nreplaced or amended and to any regulation, instrument or order or other
\nsubordinate legislation made under such provision, enactment or directive<\/p>\n<\/td>\n<\/tr>\n

\n

31.12<\/p>\n<\/td>\n

\n

A company or other entity shall be a “holding company” for the purposes of
\nthis Agreement if it falls within either the meaning attributed to that term in
\nsection 1159 and Schedule 6 Companies Act 2006 or the meaning attributed to the
\nterm “parent undertaking” in section 1162 and Schedule 7 of such Act, and a
\ncompany or other entity shall be a “subsidiary” for the purposes of this
\nAgreement if it falls within any of the meanings attributed to a “subsidiary” in
\nsection 1159 and Schedule 6<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

21<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Companies Act 2006 or the meaning attributed to the term “subsidiary
\nundertaking” in section 1162 and Schedule 7 of such Act, and the terms
\n“subsidiaries” and “holding companies” are to be construed accordingly.<\/p>\n<\/td>\n<\/tr>\n

\n

31.13<\/p>\n<\/td>\n

\n

Section 839 ICTA is to apply to determine whether one person is connected
\nwith another for the purposes of this Agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

32<\/p>\n<\/td>\n

\n

Rights of third parties<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

32.1<\/p>\n<\/td>\n

\n

With the exception of the rights of each Group Company and of any director,
\nemployee, officer or agent of each Group Company to enforce the terms contained
\nin clause 6.9 (each such party being, for the purposes of this clause 32, a
\n“Third Party”), no term of this Agreement is enforceable under the Contracts
\n(Rights of Third Parties) Act 1999 by a person who is not a party to this
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n

\n

32.2<\/p>\n<\/td>\n

\n

The rights of the relevant Third Parties to enforce the terms of clause 6.9
\nare subject to the condition that the Buyer has the right (which it may waive in
\nwhole or in part in its absolute discretion and without the consent of or
\nconsultation with any Third Party) to have the sole conduct of any proceedings
\nin relation to the enforcement of such rights (including any decision as to
\ncommencement or compromise of such proceedings) but will not owe any duty or
\nhave any liability to any of the Third Parties in relation to such conduct<\/p>\n<\/td>\n<\/tr>\n

\n

32.3<\/p>\n<\/td>\n

\n

The rights of the relevant Third Parties under clause 6.9 are also subject to
\nthe terms of clauses 13 (assignment and transfer), 27 (governing law) and 28
\n(jurisdiction). The parties to this Agreement may by agreement rescind or vary
\nany term of this Agreement without the consent of any of the Third Parties.<\/p>\n<\/td>\n<\/tr>\n

\n

33<\/p>\n<\/td>\n

\n

Execution<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

This Agreement is entered into by the parties under hand on the date at the
\nbeginning of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

22<\/p>\n

\n

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