Epstein Secrets

respective heirs, executors, successors and assigns. 13. Governine Law. This Note will be governed by and construed in accordance with the laws of the State of New York, United States of America. 14. Miscellaneous. Maker hereby agrees that this Note, or any payment hereunder, may be extended from time to time and

r the Federal Bankruptcy Code; or Maker petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of Maker, or of any substantial part of the assets of Maker, or commences any proceeding relating to Maker under any bankruptcy reorganization, arrangement,

Guarantor. This Guaranty and all rights, obligations and liabilities arising hereunder shall be governed by and construed according to the laws of the State of New York. Guarantor hereby irrevocably waives all right to trial by jury in any action or proceeding, including, but not limited to, actions sounding in tor

er, the full and prompt payment when due of all principal, interest and other amounts payable under the Note and the performance when due of all of Maker's obligations thereunder, when payment or performance thereof shall be demanded by Lender in writing addressed to Guarantor at the address provided

Guarantor. This Guaranty and all rights, obligations and liabilities arising hereunder shall be governed by and construed according to the laws of the State of New York. Guarantor hereby irrevocably waives all right to trial by jury in any action or proceeding, including, but not limited to, actions sounding in tor

er, the full and prompt payment when due of all principal, interest and other amounts payable under the Note and the performance when due of all of Maker's obligations thereunder, when payment or performance thereof shall be demanded by Lender in writing addressed to Guarantor at the address provided

ure or refusal to so comply. 38. This Contract shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of New York. 39. The Letter of Credit shall be held by Battle Fowler (the 'Escrow Agent") in escrow upon the following terms and conditions: A. If the closin

payment shall have become due and payable in accordance with the terms hereof and failed to cure such default within ten (10) business days of the Maker's receipt from the Holder of written notice of such default; (ii) There shall have been entered by a court of competent jurisdication any order,

rnmental or quasi-governmental entity with jurisdiction over the Prem- ises or Seller, including, without limitation, the United States of America, the State of New York or any political sub- division of either of the foregoing, or any decision or ruling of any arbitrator to which Seller is a party or by which Seller

payment shall have become due and payable in accordance with the terms hereof and failed to cure such default within ten (10) business days of the Maker's receipt from the Holder of written notice of such default; (ii) There shall have been entered by a court of competent jurisdication any order,

Governing Law. This Guaranty shall be construed (both as to validity and performance) and enforced in accordance with, and governed by, the laws of the State of New York applicable to contracts to be performed entirely within that State, without giving effect to its principles of conflicts of law. Section 2.3 Sever

ate herewith (the "Agreement") by and between NES, LLC, a New York limited liability company (the "Maker"), and Leslie H. Wexner (the "Holder"), the Maker is required to execute and deliver to the Holder a promissory note (the "Note") in the principal amount of Ten Million Dollars ($10,000,000) (the M

ceding the Maturity Date. For purposes of this Note: (i) A "Business Day" is any day other than a Saturday, Sunday or other day on which banks in the State of New York are authorized or required to close. (ii) The "Principal Amount" shall equal the Purchase Price as defined in the Purchase and Sale Agreement of e

of a qualified, independent appraiser selected by mutual agreement of the Holder and the Maker. This Note is being delivered in connection with the Maker's purchase of the Membership Interest, as defined in the Purchase Agreement (the "Collateral"). This Note is secured by the rights, liens and secur

Guarantor. This Guaranty and all rights, obligations and liabilities arising hereunder shall be governed by and construed according to the laws of the State of New York. Guarantor hereby irrevocably waives all right to trial by jury in any action or proceeding, including, but not limited to, actions sounding in tor

der, the full and prompt payment when due of all principal, interest and other amounts payable under the Note and the performance when due of all of Maker's obligations thereunder, when payment or performance thereof shall be demanded by Lender in writing addressed to Guarantor at the address provided

Guarantor. This Guaranty and all rights, obligations and liabilities arising hereunder shall be governed by and construed according to the laws of the State of New York. Guarantor hereby irrevocably waives all right to trial by jury in any action or proceeding, including, but not limited to, actions sounding in tor

der, the full and prompt payment when due of all principal, interest and other amounts payable under the Note and the performance when due of all of Maker's obligations thereunder, when payment or performance thereof shall be demanded by Lender in writing addressed to Guarantor at the address provided