PRIOR REVIEW AND APPROVAL OF THE OTHER PARTY.
NONE OF THE
PARTIES HERETO WILL MAKE ANY PUBLIC STATEMENTS (INCLUDING IN ANY FILING WITH THE
SEC OR ANY OTHER REGULATORY OR GOVERNMENTAL AGENCY, INCLUDING ANY STOCK
EXCHANGE) THAT ARE INCONSISTENT WITH, OR OTHERWISE CONTRARY TO, THE STATEMENTS
IN THE PRESS RELEASES ISSUED PURSUANT TO THIS SECTION 9.2.
9.3
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS OF THE PARTIES, ORAL AND WRITTEN, WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
9.4
CHOICE OF LAW/GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE
WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS.
9.5
FURTHER ASSURANCES.
THE PARTIES HERETO AGREE TO, AT THEIR OWN
EXPENSE, EXECUTE AND DELIVER SUCH OTHER INSTRUMENTS OF CONVEYANCE, TRANSFER OR
TERMINATION AND TAKE SUCH OTHER ACTIONS AS ANY OTHER PARTY MAY REASONABLY
REQUEST, INCLUDING OBTAINING THE SIGNATURES OF PARTIES NOT PARTY TO THIS
AGREEMENT,
IN ORDER TO MORE EFFECTIVE CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY.
9.6
AMENDMENT.
THIS AGREEMENT MAY ONLY BE MODIFIED BY A WRITTEN
INSTRUMENT, WHICH IS EXECUTED BY EACH OF THE PARTIES HERETO.
9.7
SEVERABILITY.
THIS AGREEMENT SHALL BE DEEMED SEVERABLE, AND THE
INVALIDITY OR UNENFORCEABILITY OF THIS AGREEMENT OR ANY OTHER TERM OR CONDITION
HEREOF SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR OF
ANY OTHER TERM OR PROVISION HEREOF.
FURTHERMORE, IN LIEU OF ANY SUCH INVALID OR
UNENFORCEABLE TERM OR PROVISION, THE PARTIES HERETO AGREE THAT THERE SHALL BE
ADDED AS A PART OF THIS AGREEMENT A PROVISION AS SIMILAR IN TERMS TO SUCH
INVALID OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND BE VALID AND
ENFORCEABLE.
9.8
HEADINGS.
THE HEADINGS CONTAINED HEREIN ARE FOR THE SOLE PURPOSE
OF CONVENIENCE OF REFERENCE, AND SHALL NOT IN ANY WAY LIMIT OR AFFECT THE
MEANING OR INTERPRETATION OF ANY OF THE TERMS OF THIS AGREEMENT.
9.9
BINDING EFFECT; BENEFIT.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF, AND BE BINDING UPON, THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
9.10
COUNTERPARTS AND FACSIMILE.
THIS AGREEMENT MAY BE EXECUTED IN ONE
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL BUT ALL OF
WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
FOR PURPOSES OF
THIS AGREEMENT SIGNATURES RECEIVED BY FACSIMILE SHALL HAVE THE SAME FORCE AND
EFFECT AS ORIGINAL SIGNATURES.
4
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the date first above written.
ICONIX BRAND GROUP, INC.
By:
/s/ Neil Cole
Name:
Neil Cole
Title:
Chairman of the Board, Chief Executive
Officer and Treasurer
MOSS ACQUISITION CORP.
By:
/s/ Neil Cole
Name:
Neil Cole
Title:
President
CHEROKEE INC.
By:
/s/ Robert Margolis
Name:
Robert Margolis
Title:
Chairman of the Board and Chief
Executive Officer
5