Professional Documents
Culture Documents
THIS SETTLEMENT AGREEMENT (the "Agreement"), made
as of December 11, 1996, between and among MURJANI GROUP
INC. ("MGI") and APPAREL CORPORATION OF INDIA PVT. LTD.
("ACI") and TOMMY HILFIGER U.S.A., INC. ("THUSA") and TOMMY
HILFIGER (EASTERN HEMISPHERE) LIMITED (formerly known as
Tommy Hilfiger (Far East) Limited) ("THEH"). MGI, ACI,
THUSA and THEH shall hereinafter collectively be referred to
as the "Parties".
WHEREAS, THEH is purported to be the buying agent
for THUSA and performs product development, sourcing,
production scheduling and quality control functions on
THUSA's behalf; and
WHEREAS, on or about August 31, 1994, MGI, THUSA
and THEH entered into an agreement whereby MGI would act as
the subagent of THEH in connection with THEH's purchase of
goods in India and certain other countries, in exchange for
a 7% commission on purchases of such goods (the "Buying
Agreement"); and
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WHEREAS, by letter agreement dated April 6, 1995,
MGI and THEH agreed that the terms of the Buying Agreement
would apply to sales to any THUSA licensees in India (the
"Letter Agreement"); and
WHEREAS, on or about June 15, 1995, MGI purported
to assign its rights and obligations under the Buying
Agreement to its affiliate Inmark Brands Private Limited, a
predecessor of ACI; and
WHEREAS, THUSA and THEH dispute the validity of
the purported assignment to ACI of MGI's rights and
obligations under the Buying Agreement; and
WHEREAS, on or about May 6, 1996, THEH purported
to give notice to MGI and ACI of its intention to terminate
the Buying Agreement; and
WHEREAS, on or about May 28, 1996, THEH and THUSA
commenced a lawsuit in the Supreme Court of the State of New
York, County of New York, against MGI and ACI, alleging
breach of the Buying Agreement (the "Action"); and
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WHEREAS, MGI and ACI and THUSA and THEH consider
it desirable and in their best interests that the Action be
compromised and settled, subject to the terms and conditions
contained in this Agreement;
NOW, THEREFORE, in consideration of the mutual
promises contained herein and other good and valuable
consideration, the Parties agree as follows:
1. Settlement Amount. THUSA and/or THEH shall
pay to MGI the sum of $800,000. Such payment shall be made
via certified check, denominated in U.S. dollars and
delivered to MGI on December 11, 1996, in New York City. In
the event that payment is not made, this Agreement shall be
null and void and the documents exchanged hereunder shall be
returned to the delivering party and shall be null and void.
2. Releases. Simultaneously with the full
execution and exchange of this Agreement, the Parties shall
execute and exchange limited releases in the form attached
hereto as Exhibits A and B of the Agreement. MCI and ACI
acknowledge: (a) the termination of the Buying Agreement and
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the Letter Agreement; and (b) the right of THEH to source
merchandise covered under such agreements directly from
factories located in the territory specified in the Buying
Agreement.
3. Stipulation of Discontinuance.
Simultaneously with the full execution of this Agreement,
counsel for the Parties will execute and deliver to
Wachtell, Lipton, Rosen & Katz for filing with the Court, a
stipulation of discontinuance in the form attached as
Exhibit C of this Agreement. That stipulation shall not be
filed with the Court until after the payment required by
paragraph 1 above is made.
4. Covenant Not to Sue. THUSA, THEH, MGI and
ACI and their respective successors, assigns, officers,
directors, agents, employees, attorneys, servants, parents,
subsidiaries and shareholders covenant and agree not to
commence or prosecute any action, suit or proceeding, civil
or criminal, against any one of the other Parties or any of
the other Parties' officers, directors, employees, agents or
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representatives, which arises out of or relates to the
Buying Agreement or the Letter Agreement, in any court or
tribunal, including any court or tribunal in the nation of
India; provided that nothing herein shall be deemed to
prevent any party from asserting any claim arising out of or
relating to the Trademark License Agreement, dated as of
April 20, 1990, between Mrs. Guni Murjani and TOMMY HILFIGER
INC.
5. Effective Date of Settlement. The date on
which this Agreement becomes effective (the "Effective
Date") shall be the date upon which the stipulation of
discontinuance annexed hereto as Exhibit C is filed with the
Court.
6. Confidentiality. The Parties and their
respective officers, directors, employees, agents and
attorneys represent, warrant and covenant that the terms of
this Agreement are and shall be treated as confidential and
shall not be disclosed, described or characterized to any
other person, attorney, entity, publication or member of the
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communications media, except pursuant to legal process,
order of a court, or written agreement of the Parties
hereto, or to enforce the terms hereof, or otherwise as
required by law, and if asked about the Action shall state
only that the Action has been amicably resolved and that the
Parties exchanged releases.
7. Entire Agreement. This Agreement, including
all exhibits, constitutes the entire agreement and
understanding between and among the Parties hereto with
respect to the subject matter addressed by this Agreement,
and supersedes any prior or contemporaneous oral or written
agreements, proposed agreements, negotiations and
discussions with respect to such subject matter. This
Agreement may not be altered, modified, or amended, unless
by a writing executed by all of the Parties, nor any of its
provisions waived, unless in writing by the party granting
such waiver. Each of the Parties acknowledges that other
than as stated in this Agreement, no person has made any
promise or representation or warranty to induce it to enter
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into this Agreement and that it has not executed this
Agreement in reliance upon any promise, representation or
warranty not contained herein.
8. Successors Bound. This Agreement shall be
binding upon and inure to the benefit of the Parties hereto
and their respective successors and assigns, and any
corporation, partnership or other entity into or with which
any party hereto may merge, consolidate or reorganize.
9. Authorization; Consultation with Attorneys.
Each party executing this Agreement and each party executing
a release attached to this Agreement represents and warrants
to each other party that it has not assigned or transferred
any claim or cause of action that is the subject of this
settlement (other than pursuant to the purported assignment
dated as of June 15, 1995) and that it has full power,
authority and legal right, and has obtained all approvals
and consents necessary, to execute, deliver and perform all
actions required under this Agreement. Each party to this
Agreement acknowledges that it has consulted with its
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attorneys and fully understands the terms of this Agreement,
and that this Agreement was drafted jointly with the other
Parties.
10. Paragraph Headings. Paragraph headings
contained in this Agreement are inserted solely as reference
aids for the ease and convenience of the reader; they shall
not be deemed to define or limit the scope or substance of
the provisions they introduce, nor shall they be used in
construing the intent or effect of such provisions or any
other aspect of this Agreement.
11. Execution in Counterparts. This Agreement
may be executed in two or more counterparts, all of which
shall be considered the same as if a single document shall
have been executed, but shall become effective when such
counterparts have been signed by each of the Parties.
IN WITNESS WHEREOF, this Agreement is executed as
of the
day of December 1996.
MURJANI GROUP INC.
By: _________________________
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Title:
APPAREL CORPORATION
OF INDIA PVT. LTD.
By: __________________________
Title:
TOMMY HILFIGER U.S.A., INC.
By: __________________________
Title:
TOMMY HILFIGER (EASTERN
HEMISPHERE) LIMITED
By: __________________________
Title:
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