it in accordance with GAAP, (ii) "or" is disjunctive but
not necessarily exclusive, (iii) all words used
36
in this Agreement will be construed to be of such gender or number as the
circumstances require, (iv) unless otherwise expressly provided, the word
"including" does not limit the preceding words or terms and shall mean
"including without limitation," (v) the words "herein," "hereunder" and words of
similar import shall refer to this Agreement, (vi) all references to $ or dollar
amounts mean lawful currency of the United States of America.
No provision of
this Agreement will be interpreted in favor of, or against, any of the parties
hereto by reason of the extent to which any such party or its counsel
participated in the drafting thereof or by reason of the extent to which any
such provision is inconsistent with any prior draft hereof or thereof.
C.
DISCLOSURE SCHEDULES.
THE DISCLOSURE OF ANY MATTER IN ANY
DISCLOSURE SCHEDULE SHALL ALSO QUALIFY THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTIONS OF THIS AGREEMENT OTHER THAN THE SECTION TO WHICH SUCH
SCHEDULE SPECIFICALLY RELATES ONLY TO THE EXTENT THAT THE LANGUAGE OF THE
DISCLOSURE SHOULD REASONABLY APPLY AS THE DISCLOSURE IN SUCH OTHER SECTION OR
THERE IS A CROSS-REFERENCE TO SUCH OTHER SECTION (OR TO THE
SCHEDULE SPECIFICALLY RELATING TO SUCH OTHER SECTION).
THE DISCLOSURE OF ANY
MATTER IN ANY SCHEDULE SHALL EXPRESSLY NOT BE DEEMED TO CONSTITUTE AN ADMISSION
BY THE SHAREHOLDER, OR TO OTHERWISE IMPLY, THAT ANY SUCH MATTER IS MATERIAL FOR
THE PURPOSES OF THIS AGREEMENT OR THAT ANY OTHER SCHEDULE (OR SET OF SCHEDULES)
IS INCOMPLETE BY VIRTUE OF THE OMISSION OF SUCH DISCLOSURE.
[SIGNATURES BEGIN ON NEXT PAGE]
37
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first written above.
PURCHASER:
LERNER NEW YORK, INC.
/s/ RONALD W. RISTAU
By:
Ronald W. Ristau
Its:
Chief Operating Officer,
Chief Financial Officer and Secretary
SHAREHOLDER:
/s/LUCIANO MANGANELLA
Luciano
Manganella
38