Exhibit 2 (a)
PURCHASE AGREEMENT
BETWEEN
THE MILLWORK TRADING CO., LTD.
as Buyer
AND
OXFORD INDUSTRIES, INC.
as Seller
DATED AS OF MAY 1, 2006
TABLE OF CONTENTS
Page
ARTICLE
I
DEFINITIONS
1
ARTICLE
II
PURCHASE AND SALE OF BUSINESS ASSETS
10
Section
2.1
Purchase of Business Assets; Certain Liabilities
10
Section
2.2
Purchase Price
12
Section
2.3
Closing Date Payments
12
Section
2.4
Net Asset Value Adjustment
13
Section
2.5
NAV Calculation; Post-Closing Audit
13
Section
2.6
Claims Receivables
15
Section
2.7
EBITDA Adjustments
16
ARTICLE
III
CLOSING
18
Section
3.1
Closing; Closing Date
18
Section
3.2
Items to be Delivered at the Closing by Seller
18
Section
3.3
Items to be Delivered at the Closing by Buyer
19
ARTICLE
IV
REPRESENTATIONS AND WARRANTIES OF SELLER
20
Exhibit 2 (a)
PURCHASE AGREEMENT
BETWEEN
THE MILLWORK TRADING CO., LTD.
as Buyer
AND
OXFORD INDUSTRIES, INC.
as Seller
DATED AS OF MAY 1, 2006
TABLE OF CONTENTS
Page
ARTICLE
I
DEFINITIONS
1
ARTICLE
II
PURCHASE AND SALE OF BUSINESS ASSETS
10
Section
2.1
Purchase of Business Assets; Certain Liabilities
10
Section
2.2
Purchase Price
12
Section
2.3
Closing Date Payments
12
Section
2.4
Net Asset Value Adjustment
13
Section
2.5
NAV Calculation; Post-Closing Audit
13
Section
2.6
Claims Receivables
15
Section
2.7
EBITDA Adjustments
16
ARTICLE
III
CLOSING
18
Section
3.1
Closing; Closing Date
18
Section
3.2
Items to be Delivered at the Closing by Seller
18
Section
3.3
Items to be Delivered at the Closing