General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 11 46K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 2 10K
Liquidation or Succession
3: EX-3 Articles of Incorporation/Organization or By-Laws 3 12K
4: EX-4 Instrument Defining the Rights of Security Holders 3 14K
EX-3 — Articles of Incorporation/Organization or By-Laws
| EX-3 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 3
PURCHASE AND SALE AGREEMENT
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THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the 9th
day of July, 2003 by and between Jack Farber ("Seller") and Ellen B. Kurtzman,
Trustee of The 2003 Farber Family Trust dated as of June 30, 2003 ("Buyer").
BACKGROUND
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Seller is the owner of a limited partnership interest in DELV, L.P.
(hereinafter the "Partnership"). Seller wishes to sell and assign to Buyer, and
Buyer wishes to purchase and acquire, a ninety-nine and 90/100 percent (99.90%)
limited partnership interest in the Partnership. Hereinafter, the 99.90% limited
partnership interest to be sold by Seller pursuant to this Agreement shall be
referred to as the "Transferred Partnership Interest."
NOW THEREFORE, in consideration of the promises and of the mutual
covenants set forth herein, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Agreement to Sell and Purchase. Seller hereby agrees to sell and
assign to Buyer, and Buyer hereby agrees to purchase and acquire from Seller,
all of Seller's rights, title and interest in and to all of the Transferred
Partnership Interest, on the terms and subject to the conditions set forth in
this Agreement.
2. Purchase Price; Payment and Closing.
(a) The initial purchase price to be paid to Seller by Buyer for
the Transferred Partnership Interest shall be Nine Million
Eight Hundred Sixty Six Thousand Seven Hundred and Seven
Dollars ($9,866,707) ("Initial Purchase Price").
(b) The Initial Purchase Price shall be paid by Buyer to Seller
as follows:
(i) On the date of the execution of this Agreement, Buyer
shall pay to Seller the cash sum of One Million
Dollars ($1,000,000).
(ii) The balance of the Initial Purchase Price shall be
paid by the delivery to Seller on the date of the
execution of this Agreement, a Promissory Note in the
amount of Eight Million Eight Hundred Sixty Six
Thousand Seven Hundred and Seven Dollars ($8,866,707)
executed by Buyer, in the form and on the terms set
forth in Exhibit "A" attached hereto.
(c) Within fifteen (15) days after the valuation firm of
Cowhey-Girard Consulting LLC issues its final valuation
report on the Transferred Partnership Interest, the Initial
Purchase Price shall be increased (if the Initial Purchase
Price is less than the final value determined by
Cowhey-Girard Consulting LLC) or shall be reduced (if the
Initial Purchase Price is greater than the final value
determined by Cowhey-Girard Consulting LLC) by an amount
EXHIBIT 3
equal to the difference between the Initial Purchase Price
and the said final valuation. The final valuation report of
Cowhey-Girard Consulting LLC shall be conclusive and binding
upon the parties hereto, and each of the parties agrees to
amend and restate the Promissory Note described in
subparagraph (b)(ii) hereof accordingly.
(d) Closing shall occur upon the execution of this Agreement. At
Closing Seller shall deliver to Buyer an Assignment of the
Transferred Partnership Interest duly executed by Seller.
3. Representations and Warranties of Seller. Seller hereby makes the
following representations and warranties to Buyer:
(a) Seller is the owner of the Transferred Partnership Interest.
(b) Seller has good, marketable and unencumbered title to the
Transferred Partnership Interest, free and clear of all
liens, security interests, pledges, claims, options and
rights of others.
(c) Seller does not have any knowledge of any material claims,
obligations and/or liabilities with respect to any of the
Transferred Partnership Interest which are not also known to
Buyer.
4. Survival of Representations and Warranties. Seller's
representations and warranties in Paragraph 3 of this Agreement shall survive
Closing for an unlimited period.
5. Miscellaneous.
(a) This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors and
assigns.
(b) This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof. Any
agreement hereafter made shall be ineffective to change,
modify, discharge or effect an abandonment of this Agreement
unless such agreement is in writing and signed by the party
against whom enforcement of such change, modification,
discharge or abandonment is sought.
(c) This Agreement may be executed in any number of
counterparts.
2
EXHIBIT 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ELIZABETH S. BOTHNER JACK FARBER (SEAL)
--------------------------------- -------------------------------------
Jack Farber
THE 2003 FARBER FAMILY TRUST
KATHERINE V. WHITESTONE By: ELLEN B. KURTZMAN (SEAL)
--------------------------------- -------------------------------------
Ellen B. Kurtzman, Trustee
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Dates Referenced Herein and Documents Incorporated by Reference
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