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EXHIBIT 10.4
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is
made and entered into this 16th day of July, 1999, but effective as of the
Effective Date (as defined below) with respect to each Assumed Liability, by and
among INLAND ENTERTAINMENT CORPORATION, INC., a Utah corporation (the "Buyer"),
TYPHOON CAPITAL CONSULTANTS, LLC, a California limited liability company (the
"Seller"), XXXXXX XXXXXXX and XXXXXXX XXXXXXX, the members of the Seller (each,
a "Member"; collectively, the "Members").
RECITALS
A. WHEREAS, pursuant to the terms of an Asset Purchase Agreement
dated as of July 16, 1999, by and among the Buyer, the Seller and the Members
(the "Purchase Agreement"), the Seller has agreed to transfer to the Buyer, and
the Buyer has agreed to assume, the Assumed Liabilities, as defined in the
Purchase Agreement; and
B. WHEREAS, the execution and delivery of this Assumption and
Assignment by the Buyer, the Seller and the Members are required to consummate
certain of the transactions contemplated by the Purchase Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
AGREEMENT
1. Assumption of Lease Obligations. The Seller and the Members
hereby transfer, assign, and sell to the Buyer, and the Buyer hereby agrees to
assume, all of the obligations of the Seller and/or the Members, as appropriate,
with respect to the equipment leases constituting part of the Assumed
Liabilities (the "Equipment Leases"), and more specifically described on Exhibit
"A" hereto arising from and after the Effective Date.
2. Assumption of Other Liabilities. The Seller and the Members
hereby transfer, assign, and sell to the Buyer, and the Buyer hereby agrees to
assume, the obligations and liabilities of the Seller and/or the Members, as
appropriate, other than the Equipment Leases (the "Remaining Liabilities"),
constituting part of the Assumed Liabilities, more specifically described on
Exhibit "B" hereto arising from and after the Effective Date.
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3. No Third Party Remedies. Nothing in this instrument, express or
implied, is intended or shall be construed to confer upon or give to any person,
firm or corporation, other than the Buyer, the Seller and the Members, and their
respective successors and assigns, any remedy or claim hereunder, and all of the
terms, covenants, conditions, promises and agreements contained herein shall be
for the sole and exclusive benefit of the Buyer, the Seller and the Members, and
their respective successors and assigns.
4. Enforceability; Effective Time. This instrument is being
executed by the Buyer, the Seller and the Members and shall be binding upon each
of them, and their respective successors and assigns, for the uses and for the
purposes above set forth and referred to. The assumption by the Buyer of each
obligation or liability pursuant to this instrument shall be effective with
respect to each obligation individually as of the latest date that the Sellers
and/or the Members receive all of the consents required to transfer such
obligation to the Buyer (each, an "Effective Date").
5. Representations of the Seller and the Members. The Seller and
the Members hereby represent and warrant to Buyer that they have fully performed
all obligations arising out of the Equipment Leases and the Remaining
Liabilities, and have not been delinquent in the performance of any Assumed
Liability for the period up to and including the respective Effective Dates of
each such obligation.
6. Governing Law. This instrument shall be governed by and
enforced in accordance with the laws of the State of California, without regard
to the conflict of laws principles hereof.
[signature page follows]
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IN WITNESS WHEREOF, this Assignment and Assumption Agreement is
executed and delivered as of the date first written above.
BUYER:
INLAND ENTERTAINMENT CORPORATION
By: /S/ L. XXXXXX XXXXX, XX
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L. Xxxxxx Xxxxx, XX
Chairman of the Board and
Chief Executive Officer
SELLER:
TYPHOON CAPITAL CONSULTANTS, LLC:
By: /S/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
President
MEMBERS:
/S/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
/S/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
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EXHIBIT A
Equipment Leases
1. Equipment Lease Agreement between Konica Business Technologies,
Inc. and Typhoon Capital Consultants LLC, dated June 3, 1999.
2. Agreement between InterWorld Communications and
Xxxxxxx-Xxxxxxxx.xxx [undated].
3. Service and Rental Agreement and License Application between
Pitney Xxxxx and Typhoon Capital Consultants, LLC, dated April 12,
1999.
4. Agreement between Arrowhead Mountain Spring Water and Typhoon
Capital Consultants, LLC, dated April 14, 1999.
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EXHIBIT B
Remaining Liabilities
NONE.
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