_, a Delaware _ (the “ SWRG Parent ”) has, this day, (the “ Effective Date ”) acquired all of the outstanding equity interests (the “ Acquisition ”) in The Xxxxx & Wollensky Restaurant Group, Inc. as Licensee (the “ License Agreement ”) _ as Licensor and The Xxxxx & Wollensky Restaurant Group, Inc. Xxxxx under the terms of this letter agreement shall automatically terminate and be of no further force and effect (and upon such termination neither party shall have any further obligation or responsibility to the other hereunder) if the Acquisition has not been consummated by Patina (or an Affiliate of Patina) and SWRG by the earlier to occur of the following: (i) the date on which either SWRG or Patina (or an Affiliate of Patina) either (x) gives St Xxxxx or the other written notice or (y) publicly announces that either PatinaĪmended and Restated Sale and License Agreement dated as of the 1 st day of January, 2006, by and between St. Xxxxx will execute and deliver to, SWRG, a letter agreement in the form of that attached hereto as Schedule 1, amending and clarifying certain provisions of the License Agreement.Ģ. At the Closing of the Acquisition, Patina shall cause SWRG to execute and deliver to St. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the License Agreement.ġ. Xxxxx and Patina as to the Acquisition and the Split-off and as to certain amendments to the License Agreement which are to become effective upon the closing of the Acquisition. This letter sets forth the understanding between St. Following the Acquisition and the Split-off, Xx.Xxxxxxxx will have no equity interest in or any management or consulting responsibilities at SWRG or Patina. Xxxx Xxxxxxxx or his designees at the closing of the Acquisition (the “ Split-off ”). Xxxxx ”) and SWRG relating to the operation of the Xxxxx & Wollensky restaurant in New York City) are to be transferred to Xx. Substantially all of the otherĪssets of SWRG (including the management agreement between St. Following the Acqusition, SWRG, as a wholly owned subsidiary of Patina, will continue to be bound by all of the terms, covenants and conditions of the License, and will continue to own and operate the existing eight Xxxxx & Wollensky restaurants owned by SWRG and located outside of the City of New York (the “ Licensed Units ”). Patina Restaurant Group, LLC and/or its principals (“ Patina ”) propose to acquire all of the outstanding equity interests (the “ Acquisition ”) in The Xxxxx & Wollensky Restaurant Group, Inc. Xxxxx Associates, L.P., as Licensor, and The Xxxxx & Wollensky Restaurant Group, Inc., as Licensee, (the “ License Agreement ”) _ Amended and Restated Sale and License Agreement dated as of the 1 st day of January, 2006, by and between St.
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