EXHIBIT 10.10

Exhibit 10.10

31 October, 2025

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YOOX Net-A-Porter-Group S.p.A.

(as Vendor)

and

TheOGroup, LLC

(as Purchaser)

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ASSETS PURCHASE AGREEMENT

related to

“TheOutnet”

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TABLE OF CONTENTS

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**THIS AGREEMENT **is made on 31 October 2025

BETWEEN

(the Vendor and the Purchaser, collectively, the “Parties” and each of them a “Party”).

WHEREAS

NOW, THEREFORE, in consideration of the foregoing and the respective warranties, covenants, agreements, obligations and conditions set forth herein, the Parties hereby agree as follows:

“Affiliate” means, in relation to a body corporate, any direct or indirect subsidiary or holding company (or holding companies, in case of joint-control, co-control or common

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control), of such body corporate, and any direct or indirect subsidiary of any such holding company(es), in each case from time to time;

“Agreed Form” means, in relation to a document, the form of that document agreed in writing by or on behalf of the parties as being in Agreed Form;

“Agreement” means this asset purchase agreement;

“Antitrust Authorities” means, collectively, the competent antitrust authorities of the State of Kuwait and the Kingdom of Saudi Arabia.

“Antitrust Clearance” means (a) a decision, in whatever form (including a declaration of lack of jurisdiction or competence) by any Antitrust Authority authorising, not objecting to or granting an exemption to the performance of the Transaction, with the express inclusion of any decision or consent setting forth conditions, undertakings, obligations, prescriptions, measures, or requirements on the Purchaser, its Affiliates and/or the Assets (other than a Burdensome Condition (as defined below)), or (b) the expiry of the applicable waiting periods (or any extension thereof) pursuant any applicable Law.

“Applicable Data Protection Laws” means all applicable laws governing the privacy, collection, Processing, use, transfer, disclosure, protection, integrity and security of Personal Data, including: (i) the General Data Protection Regulation 2016/679 (the “GDPR”); (ii) the UK Data Protection Act 2018 (“DPA”), the UK General Data Protection Regulation as defined by the DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (together with the DPA, the “UK GDPR”); (iii) the Privacy and Electronic Communications Directive 2002/58 EC and the Privacy and Electronic Communications Regulations 2003; (iv) Italian Legislative Decree no. 196 of 30 June 2003 (the “Italian Privacy Code”), as amended and supplemented from time to time; (v) the Swiss Federal Act on Data Protection (“FADP”); and (vi) any relevant law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument which implements any of the above or which otherwise relates to data protection, privacy or the use of Personal Data, in each case as applicable and in force from time to time, and as amended, consolidated, re-enacted or replaced from time to time;

“Assets” has the meaning given in Clause 2.1;

“Authority” means any competent governmental, administrative, supervisory, regulatory, judicial, determinative, disciplinary, enforcement or tax raising or collecting body, authority, agency, board, department, court or tribunal of any jurisdiction and whether supranational, national, regional or local;

“Base Consideration” means USD 30,000,000.00 (thirty million/00 US dollars);

“Burdensome Condition” has the meaning given in Clause 4.9;

“Business” means “TheOutnet” business division carried on by the Vendor Group;

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“Business Day” means a day (other than a Saturday or Sunday) on which banks in the City of London (United Kingdom), Milan (Italy), New York, New York (United States), Tokyo (Japan), the State of Kuwait and the Kingdom of Saudi Arabia are open for ordinary banking business;

“Business Information” means the items set forth in Schedule 19;

“Claim” means any claim by the Purchaser for breach of any of the Vendor Warranties;

“Clifton Warehouse” means the warehouse located at 125 Delawanna Avenue, Clifton, NJ 07014, USA;

“Clifton Inventory” means the Inventory physically located at Completion in the Clifton Warehouse;

“Clifton Warehouse Lease” means the lease agreement entered into by Spg Delawanna LLC, as landlord, and YNAP Corp, as tenant, on May 8, 2018, relating to the Clifton Warehouse;

“Completion” means completion of the sale and purchase of the Assets in accordance with Clause6;

“Completion Consideration” has the meaning given in Clause 3.3;

“Completion Date” means the date on which Completion takes place;

“Condition Precedent” has the meaning given in Clause 4.1;

“Confidential Information” has the meaning given in Clause 18.1;

“Contracts” means the contracts and agreements listed under Schedule 1;

“Controller” has the meaning given to such term or equivalent concept in the relevant Applicable Data Protection Laws;

“Customer Liabilities” means any outstanding store credit accumulated by any customer with the Vendor and/or any member of the Vendor Group arising out of or related to the Business, whether in the form of discounts, voucher, cash or other cash equivalent;

“Customer Order” means any order issued by any customer of the Vendor Group under the Vendor’s standard terms and conditions of sale of products through TheOutnet Platform in relation to which any underlying rights and/or obligations are still pending as at Completion;

“Data Room” means all the documents, data and information made available to the Purchaser and/or its Affiliates and/or their respective Representatives for the due diligence contained in a virtual data room managed by Datasite between July 31, 2025 and October 9, 2025, all of which documents, data and information have been incorporated in a USB stick delivered to the Purchaser and to Vendor within 3 (three) Business Days after the Signing Date;

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“Data Subject” has the meaning given to such term or equivalent concept in the relevant Applicable Data Protection Laws;

“Deferred Transfer Inventory” has the meaning given in Clause 16.1;

“Deferred Transfer Inventory Request” has the meaning given in Clause 16.3;

“Dematic” has the meaning given to Schedule 1;

“Dematic Agreements” has the meaning given to Schedule 1;

“Disclosed Information” means any information, fact, event, circumstance or matter that is mentioned, reflected or referred to in this Agreement (including the schedules thereto and any other agreements or documents executed by and between the Parties or by the Purchaser with any member of the Vendor Group on the date hereof, relating to the Transaction);

“Dispute” has the meaning given in Clause 29.3;

“Disputed Matters” has the meaning given in Clause 3.6(g);

“Domain Names” means the domain names listed in Schedule 9;

“Downwards Adjustment” has the meaning given in Clause 3.3(a);

“Downwards Consideration” has the meaning given in Clause 3.3(a);

“Due Amount” has the meaning given in Clause 3.7(b)(i);

“Employees” means the UK Employees and the US Employees;

“Employment Liabilities” has the meaning given in Clause 15.11;

“Encumbrance” means any mortgage, charge, pledge and lien;

“ERISA” has the meaning given in Clause 15.11;

“Escrow Agent” means the escrow agent to be agreed in good faith between the Parties ahead of Completion;

“Euro Exchange Rate” means with respect to a particular currency, the London 4:00 p.m. Closing Spot Rate of exchange for that currency into euro as published by Reuters or, where no such rate is published in respect of that currency for the relevant date by Reuters, at the fixing rate quoted by the European Central Bank around 4:00 p.m., in each case on the sixth Business Day prior to Completion;

“Escrowed Completion Consideration” has the meaning given in Clause 3.5;

“Excluded Assets” has the meaning given in Clause 2.2;

“External Events” has the meaning given in Clause 3.7;

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**“Fairly Disclosed” **means fairly and accurately disclosed (with sufficient detail to enable a reasonable party to identify the nature and scope of the matter disclosed and to form a view whether to exercise any rights in respect of such matter);

“Final Consideration” has the meaning given in Clause 3.6(j);

“Final Term” means May 31, 2026.

“Gross Inventory Value” means the value (in monetary Euro terms) of the Inventory calculated on the basis of the historical cost of the products (which is the original purchase price of the products) plus directly attributable inbound costs (for illustrative purposes only, such costs are approximately equal to 5% (five percent) of the historical cost of the products, provided that the relevant costs varies depending on the relevant product)) as recorded in the Vendor Group’s ERP software Navision. For reference purposes, the Gross Inventory Value as of August 25, 2025 is equal to Euro 105,295,000 (one hundred five million two hundred ninety-five thousand/00);

“Independent Expert” means the accounting firm Deloitte, provided that, if Deloitte does not agree to perform, or is unable or unwilling to complete the services set forth under this Agreement and the Purchaser, on one side, and the Vendor, on the other side, fail to agree on its replacement with another accounting firm of international standing, preferably among the so called big four, which is independent from the Purchaser and the Vendor, within the following 5 (five) Business Days, such replacement will thereupon be designated by the President of the Institute of Chartered Accountants in England and Wales, among the accounting firms of international standing, preferably among the so called big four, which are independent from the Purchaser and the Vendor, upon request of the most diligent of the Purchaser and the Vendor, provided that such designation cannot be appealed or challenged for any reason whatsoever;

“Insurance Indemnification Amount” has the meaning given in Clause 3.7;

“Intellectual Property” means all rights in patents, utility models, trademarks, service marks, logos, getup, trade names, copyright (including rights in computer software), design rights, moral rights, database rights, topography rights, plant variety rights, confidential information and knowledge (including know how, inventions, secret formulae and processes, market information, and lists of customers and suppliers), in all cases whether registered or unregistered, all other forms of protection having a similar nature or effect anywhere in the world to any of the foregoing and all applications for or registrations of any of the foregoing rights;

“Interim Period” has the meaning given in Clause 5.1;

“Interporto Warehouse” means the warehouse located at Blocco 15.1, Interporto, 40010 Bentivoglio, Italy.

“Interporto Inventory” means the Inventory physically located at Completion in the Interporto Warehouse;

“Inventory” means the inventory as at Completion Date composed of all products exclusively related to the Business, a list of which will be delivered to the Purchaser on

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Completion Date. In order to ensure that the quality of Inventory as at Completion Date will support the ordinary course of business compared to the inventory as of August 25, 2025 as detailed under document no. 1.1.4.2 (2025.08.25 - Current Inventory by SKU_TON) in the Data Room, such Inventory at Completion Date will result from: (a) new products being acquired from (i) ordinary course suppliers of the Business, and/or (ii) Mr. Porter, Net-A-Porter and/or MyTheresa, to the extent from Signing Date such infra-group acquisitions pertain to product belonging to the Fall Winter 2024 or newer season; and (b) products being sold to customers in the ordinary course of business;

“Inventory Completion Value” means the Net Inventory Value as at Completion Date, it being understood that if any product part of the Inventory value is denominated in any currency other than Euro, the corresponding amount shall be converted into Euro for the purposes of calculation of the Inventory Completion Value by applying the Euro Exchange Rate. For the purposes of calculating the Inventory Completion Value and the Inventory Delta, to the extent the Net Inventory Value as at the Completion Date is lower than the Inventory Reference Value by reason of Inventory Material Damage, the reduction in value attributable to Inventory Material Damage shall not be taken into consideration until the aggregate reduction exceeds 30% (thirty percent) of the Gross Inventory Value as at Completion Date, and only the amount of such reduction exceeding 30% (thirty percent) of the Gross Inventory Value as at Completion Date shall be taken into account;

“Inventory Delta” has the meaning given in Clause 3.2(b);

“Inventory Material Damage” means material damage to Inventory that would reasonably render the affected products unsaleable in the ordinary course of the Business without repair or reconditioning, including damage caused by fire, flood or other water ingress, smoke, infestation or vermin, mould/mildew, contamination or comparable catastrophic events;

“Inventory Reference Value” means Euro 90,000,000.00 (ninety million/00). For the sake of clarity, this figure is based on the Net Inventory Value as of 31 March 2025 provided in the Management Presentation in the Data Room under reference number 1.1.2.3 (such Net Inventory Value as of 31 March 2025 resulting from a Gross Inventory Value of Euro 116 million less 22% depreciation);

“IP Deed of Assignment” means the deed of assignment of the Transferring Intellectual Property to be executed as at Completion Date in the form attached hereto as Schedule 4;

“IP Coexistence Agreement” means the intellectual property coexistence agreement to be executed as at Completion Date in the form attached hereto as Schedule 5;

“Irrecoverable VAT” means any amount in respect of VAT which a person (or the representative member of the VAT group of which such person is a member) has incurred and in respect of which that person is not (nor is any member of the same VAT group) able to recover (by way of credit, repayment, refund, input deduction, set-off calculation during declaration or assessment or otherwise) from any relevant Tax Authority pursuant to and determined in accordance with any relevant Law;

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“Joint Committee” has the meaning given in Clause 5.4;

“Labor and Employment Laws” has the meaning given in Clause 15.11;

“Laws” means all applicable legislation (including Applicable Data Protection Laws), statutes, directives, regulations, judgments, decisions, decrees, orders, instruments, by-laws, and other legislative measures or decisions having the force of law, treaties, conventions and other agreements between states, or between states and the European Union or other supranational bodies, rules of common law, customary law and equity and all civil or other codes and all other laws of, or having effect in, any jurisdiction from time to time;

“Losses” means all costs, losses, liabilities, damages, claims, demands, proceedings, expenses, penalties and legal and other professional fees;

“Material Subsidiaries” means the subsidiaries of the Vendor set forth in Schedule 7, with such subsidiaries transferring Assets in accordance with this Agreement;

“Maximum Weekly Shipment” has the meaning given in Clause 16.2;

“NAP” means The Net-A-Porter Group Limited, a private limited company incorporated under the laws of England and Wales, registered under no. 03820604, having its registered office at 1 The Village Offices, Westfield London, Ariel Wat, London, W127GF, United Kingdom;

“Net Inventory Value” means the value (in monetary Euro terms) of the Inventory corresponding to the Gross Inventory Value depreciated by 22% (twenty-two percent); it being expressly agreed and understood for the sake of clarity that the foregoing definition shall be the only one applicable for the purposes of calculating the Inventory Completion Value. For reference purposes, the Net Inventory Value as of August 25, 2025 was equal to Euro 82,100,000 (eighty-two million one hundred thousand/00);

“New Jersey WARN Act” has the meaning given in Clause 15.9;

“Objection Notice” has the meaning given in Clause 3.6(e);

“Permitted Actions” has the meaning given in Clause 5.3;

“Personal Data” has the meaning given to such term or equivalent concept in the relevant Applicable Data Protection Laws;

“Post-Completion Continuing Obligations” means all obligations of the Vendor and each member of the Vendor Group arising out of or related to the Assets, and, more broadly, the Business (including, all obligations under the Contracts arising after Completion, the Purchase Orders and the Customer Orders);

“Post-Completion Notice” has the meaning give in Clause 3.6(c);

“Purchaser” has the meaning give in the introductory paragraph;

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“Purchase Order” means any purchase order and/or confirmation order that is issued by the Vendor or any member of the Vendor Group to suppliers for the purchase of products to be sold to customers through TheOutnet Platform, in relation to which any underlying rights and/or obligations are still pending as at Completion; for illustrative purposes, a list of such Purchaser Orders as of September 30, 2025 is included under Schedule 16, and such list will be updated by the Vendor as of Completion Date with the most recent Purchase Orders available and delivered to the Vendor on Completion;

“Purchaser Group” means the Purchaser and each of its Affiliates;

“Purchaser’s Bank Account” means the bank account that the Purchaser shall notify to the Vendor at least 5 (five) Business Days before the relevant due date for payment;

“Purchaser’s Designated Warehouse” has the meaning given in Clause 16.1;

“Purchaser Warranties” means the warranties set out in Clause 9 and Schedule 14;

“Pre-Completion Notice” has the meaning given in Clause 3.2;

“Process”, “Processed”, “Processor” or “Processing”, “Processor” have the meaning given to such terms or equivalent concepts in the relevant Applicable Data Protection Laws;

“Recipient” has the meaning given in Clause 17.6;

“Relevant VAT Proceeding” has the meaning given in Clause 17.12(e);

“Relevant VAT Return” has the meaning given in Clause 17.12(b);

“Representatives” means, in relation to a party, its Affiliates and their respective directors, officers, employees, agents, consultants and advisers;

“Returned Products” has the meaning given in Clause 12.9(a);

“Qualified Value Decrease” has the meaning given in Clause 3.7;

“Security Deposit Agreement” has the meaning given in Recital (C);

“Signing Date” means the date of the execution of this Agreement;

“Special Closing Date” has the meaning given in Clause 6.2;

“Specific Brands” means the brands that are set forth in Schedule 18;

“Specific Brand Marketing Conditions Inventory” means the products part of the Inventory which pertain to any of the Specific Brands;

“Supplier” has the meaning given in Clause 17.6

“Supervisory Authority” shall have the meaning given to such term or equivalent concept in the relevant Applicable Data Protection Laws;

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“Tax” means:

imposed, levied or collected by a Tax Authority whether directly or primarily chargeable against, recoverable from or attributable to the Purchaser, Vendor or another person (and “Taxes” and “Taxation” shall be construed accordingly);

“Tax Authority” means a taxing or other governmental (local or central), state or municipal authority (whether within or outside the United Kingdom) competent to impose, enforce or assess a liability for or to collect Tax;

“Tax Authority Determination” has the meaning given in Clause 17.9;

“TheOutnet Platform” means The “TheOutnet” platform powering multiple sales channels Web and App;

“Third Party Claim” has the meaning given in paragraph 7 of Schedule 8;

“Third Party Consent” means, the written consent or approval of each counterparty to each Contract (and Purchaser Order and Customer Order, if applicable) listed in Schedule 2 and which consent or approval (i) is required for the assignment or novation to the Purchaser of each Contract (and Purchaser Order and Customer Order, if applicable) listed in Schedule 2 and (ii) shall include an express waiver by each relevant Contract counterparty of any continuing or outstanding liability and obligation of the Vendor or any member of the Vendor Group following the effective date of the assignment or novation;

“Third Country” means (i) in relation to Personal Data subject to the GDPR, any country or territory outside of the scope of the data protection laws of the European Economic Area, excluding countries or territories approved as providing adequate protection for Personal Data by the European Commission from time to time and (ii) in relation to Personal Data transfers subject to the UK GDPR, any country or territory outside of the scope of the data protection laws of the UK, excluding countries or territories approved as providing adequate protection for Personal Data by the relevant competent authority of the UK from time to time and (iii) in relation to Personal Data transfers subject to the FADP, any country or territory outside of Switzerland, excluding countries or territories approved as providing adequate protection for Personal Data by Swiss Federal Council from time to time;

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“TOGC” has the meaning given in Clause 17.8;

“Transaction” has the meaning given in recital (D);

“Transaction Documents” means this Agreement, the Transitional Service Agreement, the IP Deed of Assignment, the IP Coexistence Agreement, the Data Processing Agreement, the Security Deposit Agreement and any documents in Agreed Form;

“Transferring Intellectual Property” means all Intellectual Property beneficially owned by the Vendor or any member of the Vendor Group and used or intended for use exclusively in relation to the Business as listed in Schedule 9;

“Transferring Personal Data” means the Personal Data of the Data Transferor’s customers as set out in Schedule 3;

“Transitional Services Agreement” means the transitional services agreement to be executed on Completion Date between the Vendor and the Purchaser;

“TSA Draft Separation Plan” has the meaning given in Clause 11.2;

“TSA Terms” has the meaning given in Clause 11.1;

“TUPE Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended);

“UK Employees” means the individuals employed by NAP who are wholly providing services to the Business whose details as at the Signing Date are set out in Schedule 10, *provided that *such list shall be updated by the Vendor as at Completion Date and delivered to the Purchaser within 1 (one) Business Days prior to Completion to reflect (subject always to Clause 5.8) the individuals employed by NAP who are wholly providing services to the Business at the Completion Date (the mechanism pursuant to which any individual might be included in, or excluded from, the Vendor in Schedule 10 as at Completion Date, the “UK Employees True-Up Mechanism”);

“UK Employment Claims” means all or any direct or indirect actions, proceedings, claims, demands, costs, losses, expenses (including legal expenses on an indemnity basis), damages, liabilities and penalties whatsoever;

“UK Employment Costs” means all salaries, wages, sales incentives, bonuses, holiday pay, commission insurance premia and costs of providing other employment benefits, all statutory or other mandatory contributions or levies, social security contributions, retirement benefit contributions (in each case, including, where applicable, employees’ and employer’s portion), taxation (including all income tax deductible) and any other financial obligations due in accordance with applicable Laws, contract and practice (including, but not limited to, under or in connection with their employment contract and any applicable collective bargaining agreement);

“UK New Employees” has the meaning give in Clause 5.8;

“UK Replacing Employees” has the meaning give in Clause 5.8;

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“Union” has the meaning given in Schedule 13;

“Upwards Adjustment” has the meaning given in Clause 3.3(b);

“USD Exchange Rate” means with respect to a particular currency, the London 4:00 p.m. Closing Spot Rate of exchange for that currency into USD as published by Reuters or, where no such rate is published in respect of that currency for the relevant date by Reuters, at the fixing rate quoted by the European Central Bank around 4:00 p.m., in each case on the sixth Business Day prior to Completion;

“US Employees” means the individuals employed by YNAP Corp. who are providing services to the Business at the Clifton Warehouse as at Completion Date;

“US Employment Contribution Amount” has the meaning given in Clause 15.10;

“VAT” means: (i) value added tax charged pursuant to VATA 1994; (ii) value added tax (as amended from time to time) charged pursuant to Council Directive 2006/112/EC on the common system of value added tax; (iii) and any similar value added, consumption, sales or turnover Tax, wherever chargeable;

“VAT Refund Assessment” has the meaning given in Clause 17.11;

“VAT Refund Claim” has the meaning given in Clause 17.10;

“VATA 1994” means the Value Added Tax Act 1994 as amended;

“Vendor” has the meaning given in the introductory paragraph;

“Vendor’s Bank Account” means the bank account of the Vendor that it shall notify to the Purchaser at least 5 (five) Business Days before the relevant due date for payment;

“Vendor Group” means the Vendor and the Material Subsidiaries;

“Vendor Warranties” has the meaning given in Clause 8.1;

“Working Hours” means 9:30 am to 5:30 pm on a Business Day;

“YNAP Corp” means YNAP Corporation, a corporation incorporated under the laws of Delaware, registered under no. 3581062, having registered office at 111 West 33 Street, New York, NY 1012, USA

“YOOX KK” means Yoox K.K., a stock company incorporated under the laws of Japan, having its registered office at 4F Oak Omotesando, 3-6-1 Kita-aoyama, Minato-ku, Tokyo, 107-0061.

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it being understood and agreed that Schedule 6 contains a list allocating ownership of such Assets among the Vendor and the Material Subsidiaries.

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Completion Consideration, an amount equal to USD 1.00 (one/00) will be apportioned to each of all other Assets (i.e., those Assets other than the Italian Operating Inventory, the Deferred Transfer Inventory and the Clifton Inventory) to be transferred pursuant to this Agreement.

(the “Pre-Completion Notice”).

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provided that, notwithstanding anything to the contrary in the foregoing, if:

then in either case under (x) and (y) above (as applicable) the Completion Consideration shall be equal to the Base Consideration; it remains further understood that, in case the scenarios set forth under items (x) and (y) do not apply, then the mechanism set forth under Clauses 3.3(a), 3.3(b) and 3.3(c) above shall apply in full (and not only for the excess of the +/- 1% (one percent) threshold).

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present during such sample check analysis) within 3 (three) Business Days after Completion) the Purchaser shall provide the Vendor with a notice either (x) confirming the Inventory Completion Value, the Inventory Delta and the Completion Consideration notified by the Vendor to the Purchaser in the Pre-Completion Notice, or (y) rejecting the Inventory Completion Value, the Inventory Delta and the Completion Consideration notified by the Vendor to the Purchaser in the Pre-Completion Notice and setting out:

it being understood that, if the Parties mutually agree to directly deliver to the Purchaser any product part of the Inventory without such product being first stored at Interporto Warehouse, the value of any such items (i) will be calculated in the Inventory Completion Value and (ii) will be determined in advance by the Parties and no objection as to the value of such items can be raised by the Purchaser afterwards (nor under the Post-Completion Notice).

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respect to any matter specified in such Objection Notice. Should the Parties reach an amicable solution, the consideration agreed between the Purchaser and the Vendor shall be the Final Consideration (as defined below);if an Objection Notice is timely and duly served by the Vendor in accordance with Clause 3.6(e) above and at the end of the period set forth under Clause 3.6(f), the Vendor and the Purchaser fail to reach an agreement in writing with respect to any and all of the matters which are the subject matter of the Objection Notice (the matters in relation to which the Vendor and the Purchaser fail to reach an agreement, the “Disputed Matters”), then the Disputed Matters shall be devolved to the Independent Expert by means of a written request submitted to the Independent Expert either Party (to be notified also to the other Party). The Independent Expert shall deliver its final determination on the Disputed Matters to the Parties within 10 (ten) Business Days from its appointment, together with its calculation of the Inventory Completion Value, the Inventory Delta and the Completion Consideration reflecting the Independent Expert’s determination in relation to the Disputed Matters and, to the extent applicable, the agreements, if any, between the Parties in relation to any Disputed Matter;

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any of the Parties, in which case the relevant fees and expenses shall be borne pro rata among the Parties on the basis of the extent of the Independent Expert’s decision.

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coverable under an insurance policy for the benefit of the Vendor or any of its Affiliates (the “External Events”), then:

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the Vendor shall use the full Insurance Indemnification Amount to cover a portion of the Due Amount and use its own funds to cover the remaining portion of the Due Amount and (z) should the Insurance Indemnification Amount actually received by the Vendor be higher than the Due Amount, the Vendor shall pay to the Purchaser the Due Amount under this Agreement and retain for itself the remaining portion of the Insurance Indemnification Amount.

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accordance with their terms or their nature, shall survive to the termination of this Agreement.

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Any drafts, submissions, or correspondence with any Antitrust Authority prepared by the Purchaser and shared with the Vendor shall be treated as confidential and shall not constitute an admission or waiver of any privilege, legal position or commercial assessment of the Purchaser.

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perform the relevant antitrust notification, provided that, nothing in this Agreement shall oblige the Purchaser, in its compliance with Clause 4.9 or this Clause 4.10, to take any act, or refrain from taking any act, to the extent such act or omission would constitute a Burdensome Condition. All the above it being understood that, in no event, compliance by the Purchaser with this Clause 4.10 and Clause 4.9 above shall release the Purchaser from its obligations under the Agreement and/or affect the Completion Consideration and/or the Final Consideration or any of the transactions under this Agreement, which will not be subject to any amendment, adjustment or revision.

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products which will be part of the Inventory). In addition, during the Interim Period, the Vendor shall provide to the Purchaser all information reasonably requested in relation to the Assets and the Business (including UK Employees and related employment information, and the terms, performance and status of all Contracts), promptly update the Purchaser on any material developments in the Business, and facilitate introductions to key Contract counterparties, suppliers and other relevant stakeholders, subject in each case to confidentiality undertakings and compliance with applicable competition and antitrust laws. The Parties acknowledge that the Purchaser shall not exercise control or decisive influence over the Business or the Assets prior to Completion, that the Vendor shall continue to operate the Business independently and in the ordinary course, and that the activities of the Joint Committee shall be conducted strictly in accordance with applicable competition and antitrust laws, without the exchange of commercially sensitive information (unless there is the proper previous involvement of a clean team and related rules), price fixing, customer allocation or any other conduct prohibited by such laws. Subject to the foregoing, the Purchaser may undertake integration planning and engage with the Vendor through the Joint Committee to identify key personnel, operational and systems priorities, and to prepare draft communications and implementation plans for use following Completion.

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its Affiliates determine (acting reasonably and in consultation with the Purchaser) that it is in the best interest of the Business to hire additional employees (who are not listed at Schedule 10 as the Signing Date), with such individuals being defined as “UK New Employees” and qualifying as UK Employees pursuant to the UK Employees True-Up Mechanism, then they shall have the right to do so. For the avoidance of doubt, the Vendor shall indemnify the Purchaser in accordance with Clauses 15.7(e), 15.7(f), 15.7(g) and 15.7(h) in respect of any UK Replacement Employees and UK New Employees employed by NAP in the Interim Period pursuant to this Clause 5.8. For the avoidance of doubt, the Replacing UK Employees and the New Uk Employees shall all qualify as “UK Employees” under this Agreement.

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all such documents, items and payments shall cease to be held to the order of the person delivering or making them, shall be released and Completion shall be deemed to have taken place.

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Brands’ image and reputation as a luxury brand and manufacturer of prestige products of the highest technical and artistic quality, (ii) incorporate content (including but not limited to pictures and texts) which relates to the Specific Brands, and which preserves the image of luxury and prestige of the supplier, and (iii) sell only an assortment specifically authorized by and agreed with the Specific Brands.

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Purchaser under Schedule 14 and (ii) the breach of any covenant and obligation upon the Purchaser under this Agreement.

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of Clause 10.6) of the Transaction and of the identity of the Purchaser in writing, on or after Completion.

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None of the prior Clauses referenced in this Section 12.2 shall limit Vendor’s liability with respect to a breach of any of those certain warranties of the Vendor set forth on Schedule 13.

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such liabilities and proves that such failure materially damages the Business as a whole as carried on by the Purchaser after Completion, it may give notice of that fact to the Vendor. If the Vendor does not provide evidence that the liability in question is disputed on reasonable grounds, the Purchaser may satisfy such liability on the Vendor's behalf and shall be entitled to request reimbursement from the Vendor of the amount paid by the Purchaser within a period of 30 days from the payment of such liability.

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shall be held in trust by the Purchaser for the Vendor, if any, and shall be paid to the Vendor on the Vendor’s Bank Account.

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preference of any Data Subject who subsequently unsubscribes from receiving marketing communications from the Purchaser in accordance with the Applicable Data Protection Laws;

United Kingdom

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Costs and UK Employment Claims incurred, suffered or paid by the Purchaser (or relevant member of the Purchaser Group or third party appointed by the Purchaser) if the UK Employment Costs and/or UK Employment Claim arises out of or in connection with:

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United States

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payments due to US Employees, any other employee of YNAP Corp or any individual independent contractor of YNAP Corp. by YNAP Corp., (iii) any withdrawal liability (as defined under ERISA), including but not limited to any withdrawal liability assessed by any multiemployer pension plan and (iv) any notices, payments, fines or assessments due to any governmental authority pursuant to any laws with respect to the employment, discharge or layoff of such current and former US Employees from YNAP Corp., any other employee of YNAP Corp. or any individual independent contractor engaged by YNAP Corp. in connection with their services provided to YNAP Corp. For purposes hereof, the term “Employment Liabilities” shall mean all obligations or liabilities incurred or suffered as a result of any claim by any US Employee, any other employee of YNAP Corp. or any individual independent contractor of YNAP Corp. that arises from their employment and/or termination from YNAP Corp. under US federal, state or local statute (including, without limitation, the Labor and Employment Laws), regulation or ordinance, the common law or in equity (including any claims for wrongful discharge or otherwise), or under any YNAP Corp. policy, agreement, collective bargaining agreement, understanding or promise, written or oral, formal or informal. For purposes of this Agreement, the term “Labor and Employment Laws” shall mean all federal, state, or local labour and employment statutes, rules, and regulations, including without limitation, National Labor Relations Act, 29 U.S.C. §§151, et seq., the Fair Labor Standards Act, 29 U.S.C. §§201, et seq., the Employee Retirement Income Security Act of 1980 as amended (“ERISA”), Section 1981 through 1988 of Title 42 of the United States Code, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§2000(e), et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. §§12101, et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. §§2601, et seq., the Rehabilitation Act of 1973, 29 U.S.C. §§701, et seq., the Worker Adjustment and Retraining Notification Act of 1988, the Consolidated Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. §§1161, et seq. the Occupational Safety and Health Act, 29 U.S.C. §§651, et seq., the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§621, et seq., the Older Workers Benefit Protection Act, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, the New Jersey Workers’ Compensation Law, the New Jersey Equal Pay Act, the New Jersey Security and Financial Empowerment Act, the New Jersey Temporary Disability Benefits Law, the New Jersey Earned Sick Leave Law, the New Jersey WARN Act , the New Jersey Civil Union Act, the New Jersey Smoking Law and any other state or local law (statutory, regulatory, or otherwise) or any other federal, state or local human rights, civil rights, wage-hour, wage-payment, pension, labour or employment-related laws, or their respective implementing laws, rules and/or regulation(s). The Parties expressly acknowledge and agree that the obligations on Vendor in this Section, including the obligation to indemnify, defend, and hold harmless, shall not apply to any liabilities, obligations, costs or other Employment Liabilities to the extent resulting or arising from any action or omission of the Purchaser, any of its Affiliates or any of its or their respective officers, directors and/or employees.

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at the Interporto Warehouse and for which ownership shall be deemed to be transferred to the Purchaser on Completion Date pursuant to this Agreement (the “Italian Operating Inventory”) and (b) the residual portion of the Interporto Inventory to be expressed in terms of percentage of the Inventory Completion Value that shall be retained by the Vendor at the Interporto Warehouse at Completion and shall subsequently be delivered to the Purchaser to one or more warehouses subsequently designated by the Purchaser located outside of Italy (each a “Purchaser’s Designated Warehouse”) and for which, in each case, ownership shall be deemed to be transferred on the subsequent date of delivery outside of Italy (the “Deferred Transfer Inventory”).

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Warehouse, concurrently with the transfer of the ownership pursuant to Clause 16.4. For the other component of the Inventory (other than the Deferred Transfer Inventory), all associated risk of loss or damage will be borne by the Purchaser upon Completion.

Tax regime of the sale

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to achieve such exemption from applicable VAT.

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the Business and Assets, the Purchaser has paid to the Vendor an amount equal to such VAT, subject to the receipt of a valid VAT invoice; and

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penalty, or other circumstance, as the case may be, to ensure such compliance with any applicable Tax Law, especially any applicable VAT Law.

(together “Confidential Information”); and

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Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Laws of any jurisdiction then such provision shall be deemed to be severed from this Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under this Agreement and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Agreement.

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delivery failure being received by the sender, be deemed to have been given when sent provided that any email sent outside Working Hours shall be deemed given at the start of the next period of Working Hours; or

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This Agreement may be executed in any number of counterparts. Each counterpart shall constitute an original of this Agreement but all the counterparts together shall constitute but one and the same instrument.

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in each case whether or not such claim form, notice or other document is forwarded to the relevant Party or received by such Party.

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