ASSIGNMENT OF FRANCHISE AND LICENSE AGREEMENTS
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, made, executed and delivered on
the 2nd day of February, 1995, by Xxxx Xxxxx, as Chapter 11 Trustee for Xxxx
Inc., Xxxx of Bond Street, Inc., and Xxxx Creations, Inc. (herein called
"Trustee") to Merchants T&F, Inc., a New York corporation (herein called
"Buyer").
WHEREAS, Trustee is the Chapter 11 Trustee in certain Chapter 11 cases
jointly administered as Case No. 94--B-43389 (the "Cases") pending in the United
States Bankruptcy Court, Southern District of New York; and
WHEREAS, Trustee has succeeded by operation of law to all right, title and
interest previously enjoyed by Xxxx Inc., Xxxx of Bond Street, Inc., and Xxxx
Creations, Inc., the debtors in the Cases (collectively, the "Debtors"), in and
to the business and assets of the Debtors; and
WHEREAS, Trustee and Buyer are parties to a certain Asset Purchase
Agreement of even date herewith (the "Purchase Agreement") which provides for,
among other things, the sale and o transfer to Buyer from Trustee of all of the
Trustee's right, title and interest in and to said assets (the "Subject
Assets"), all as more fully described in the Purchase Agreement, for
consideration in the amount and on terms and conditions provided in the Purchase
Agreement; and
WHEREAS, the parties desire to carry out the intent and purpose of the
Purchase Agreement by Trustee's execution and delivery to Buyer of, among other
things, this Assignment and Assumption Agreement evidencing the transfer to and
vesting in Buyer of all of the Trustee's right, title and interest in and to the
franchise and license agreements (the "Franchise/License Agreements") listed on
Exhibit A attached hereto.
NOW, THEREFORE, in consideration of payment of the Purchase Price (as
defined in the Purchase Agreement) and of other good and valuable consideration
to Trustee, simultaneously with or before the execution and delivery hereof, the
receipt and sufficiency of which are hereby acknowledged, Trustee hereby assigns
and transfers to Buyer all of the Trustee's right, title and interest in and to
the Franchise/License Agreements, TO HAVE AND TO HOLD the same unto Buyer, its
successors and assigns, forever.
This assignment is made without any representation or warranty, express or
implied, with respect to the Franchise/License Agreements or the Trustee's
right, title or interest in any of them.
Upon the execution and delivery hereof, Buyer assumes all obligations in
respect of the Franchise/License Agreements.
Executed: February 2, 1995
MERCHANTS T&F, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name:
Title: V.P.
See next page for signature of Trustee.
/s/ Xxxx Xxxxx
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Xxxx Xxxxx, Chapter 11 Trustee
of Xxxx Inc., et al.
[NOTARY STAMP]
