EXHIBIT 2.14
TRADEMARK ASSIGNMENT
This Assignment is made on this 1st day of February, 1999 between APS
Management Services, Inc., a corporation organized and existing under the laws
of the State of Delaware, with offices at 00000 Xxxx X. Xxxxxxx Xxxx., Xxxxx
000, Xxxxxxx, Xxxxx 00000, and a debtor and debtor-in-possession in a case
pending under Chapter 11 of the Bankruptcy Code, (hereinafter "Assignor"), and
Auto Parts Express, LLC, a limited liability company organized and existing
under the laws of the State of Delaware, with offices at c/o 00000 Xxxx X.
Xxxxxxx Xxxx., Xxxxx 000, Xxxxxxx, Xxxxx 00000 (hereinafter "Assignee").
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Asset Purchase Agreement (the "Asset Purchase Agreement"),
dated as of January 11, 1999 by and among Assignor, certain affiliates of
Assignor signatory thereto, and Assignee.
WHEREAS, pursuant to the terms of the Asset Purchase Agreement, Assignee
has agreed to purchase substantially all of the assets of Assignor and its
affiliates used in or relating to the Purchased Locations and to assume certain
liabilities relating thereto;
WHEREAS, Assignor owns the trademarks listed on Schedule A hereto, subject
to certain rights and interests of parties other than Assignor in the Marks, and
the trademark registrations and applications on the Principal Register of the
United States Patent and Trademark Office and the common law rights pertaining
thereto and all goodwill associated therewith (collectively the "Marks") and, in
connection with the consummation of the transactions contemplated by the Asset
Purchase Agreement, wishes to assign the Marks to the Assignee, subject to the
grant-back to Assignor, pursuant to that certain Trademark License Agreement
(the "Trademark License Agreement"), dated as of even date herewith, between
Assignor as Licensee and Assignee as Licensor, of: (a) an exclusive,
transferable, royalty free license to use the Marks for a period of six months
from the date hereof, pursuant to which license Assignor shall be entitled to
sublicense its interest in the Marks, all on the terms set forth in the
Trademark License Agreement (the "Exclusive License"); and (b) a non-exclusive,
transferable, royalty free license to use the Marks for a period of eighteen
months from the date on which Assignor's exclusive license described in clause
(a) hereof terminates, pursuant to which license Assignor shall be entitled to
sublicense its interest in the Marks, all on the terms set forth in the
Trademark License Agreement (the "Non-Exclusive License"); and
WHEREAS, Assignee wishes to take assignment of the Marks, subject to the
grant-back to Assignor of the Exclusive License and the Non-Exclusive License
pursuant to the Trademark License Agreement.
NOW THEREFORE, in consideration of payment of the sum of ten dollars
($10.00) and other good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, Assignor does hereby
assign, sell and transfer to Assignee, its successors and assigns, all its
right, title and interest in and to the Marks and, all of the goodwill
associated therewith, together with the right to recover damages and profits and
all other remedies for past infringements thereof, subject to: (a) the
grant-back to Assignor of the Exclusive License and the Non-Exclusive License
pursuant to the Trademark License Agreement, which such Trademark License
Agreement is incorporated by reference herein as if set forth IN EXTENSO herein;
and (b) any and all rights or interests whatsoever of any parties other than
Assignor in the Marks, which such interests and rights may have arisen by prior
grants, including licenses, by Assignor or otherwise.
IN WITNESS WHEREOF, the undersigned has executed this Assignment as of the
date first above written.
Assignor:
APS MANAGEMENT SERVICES, INC.
By:/s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: President
Assignee:
AUTO PARTS EXPRESS, LLC
By:/s/ E. XXXXXX XXXXXX
Name: E. Xxxxxx Xxxxxx
Title: Executive Vice President
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
On this 31 day of January, 1999, personally appeared Xxxxxxx X. Xxxxx to
me known and known to me to be President of APS Management Services, Inc., the
Assignor named above, and acknowledged that executed the foregoing Assignment on
behalf of said Assignor and pursuant to authority duly received.
/s/ XXXXX XXXXXXX
Notary Public
[SEAL]
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
On this 31 day of January, 1999, personally appeared E. Xxxxxx Xxxxxx to
me known and known to me to be Executive Vice President of Auto Parts Express,
LLC, the Assignee named above, and acknowledged that executed the foregoing
Assignment on behalf of said Assignee and pursuant to authority duly received.
/S/ XXXXX XXXXXXX
Notary Public
[SEAL]
SCHEDULE A
TRADEMARK REGISTRATIONS
XXXX REG. NO. REG. DATE
---- -------- ---------
FREEZE-TEST 882,122 December 9, 1969
POWER 90 and Design 1,653,852 August 13, 1991
BIG A PLUS 1,709,036 August 18, 1992
"HUSKY" (Stylized) 559,898 June 10, 1952
A AMERICAN PARTS (Stylized) 776,950 September 15, 1964
VALU-TEST 864,239 January 28, 1969
BIG A 1,140,510 October 14, 1980
GENERAL SERVICE LINE 1,088,954 April 4, 1978
POWERREADY 1,332,869 April 30, 1985
STRAIGHT AWAY (Stylized) 1,541,510 May 30, 1989
BIG A (Stylized) 1,388,039 April 1, 1986
THE FIRST LETTER IN AUTO 1,374,295 December 3, 1985
PARTS
AUTOPRO 1,122,026 July 10, 1979
INSTALLERS' EXPRESS 1,840,109 June 14, 1994
AUTOPRO 1,869,237 December 27, 1994
A and Design 1,014,372 June 24, 1975
INSTALLERS' SERVICE WAREHOUSE 1,945,971 January 2, 1996
and Design
INSTALLERS' SERVICE WAREHOUSE 1,962,687 March 19, 1999
and Design
TIME IS THE NEW MONEY 2,010,795 October 22, 1996
I S W 2,021,267 December 3, 1996
HERO TEAM (Stylized) 2,010,023 October 22, 1996
TECHKNOWLEDGE (Stylized) 2,125,540 December 30, 1997
APS 1,341,411 June 11, 1985
COMMON LAW TRADEMARKS
XXXX DESCRIPTION OF XXXX
CARRYALL
TRAIL BLAZER
AUTOPRO PROFESSIONAL PARTS
PEOPLE and Design [GRAPHIC OMITTED - The graphic
depicts the image subject to the
common law trademark]
BIG A (Stylized) [GRAPHIC OMITTED - The graphic
depicts the image subject to the
common law trademark]
ISW UNDERCAR PARTS SPECIALISTS
and Design [GRAPHIC OMITTED - The graphic
depicts the image subject to
the common law trademark]
