EXHIBIT 10.10
ASSIGNMENT OF RIGHTS
(Subject to Concurrent Use)
THIS ASSIGNMENT OF RIGHTS (Subject to Concurrent Use) ("Assignment") is
made and entered into as of this 23rd day of June, 1999 ("Effective Date"), by
and between Edison Brothers Stores, Inc., a Delaware corporation ("Assignor"),
and Xxxxx and Xxxxxx Shoe Co., a Missouri corporation ("Assignee").
RECITALS
A. Assignor and Assignee are parties to an Asset Purchase Agreement, dated
May 19, 1999 (as amended, the "Asset Purchase Agreement"), pursuant to
which Assignor has agreed to sell and Assignee has agreed to purchase
certain assets, properties and rights pertaining to the business of
Assignor.
B. Assignor is the owner of the right, title and interest in and to the
trademarks, service marks, trade names and copyrights, and in each
instance owns the registrations and applications for registration
thereof, as identified and set forth on Schedule A attached hereto (the
"Marks").
C. In furtherance of the transactions contemplated by the Asset Purchase
Agreement, Assignee wishes to acquire and Assignor wishes to assign all
right, title and interest in and to the Marks, and the registrations
and applications for registration thereof, and the goodwill associated
therewith, subject to a concurrent use agreement to be executed between
Assignee and Novus, Inc. (the Concurrent Use Agreement").
AGREEMENTS
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor does hereby sell, assign,
transfer and set over to Assignee, subject to the Concurrent Use Agreement,
Assignor's entire right, title and interest in and to the Marks, whether
statutory or at common law, together with the goodwill of the business in
connection with which the Marks are used, and all registrations and applications
for registration thereof, in the United States and for all foreign countries,
including any renewals and extensions of the registrations that are or may be
secured under the laws of the United States and all foreign countries, now or
hereafter in effect, for Assignee's use and enjoyment and for the use and
enjoyment of its successors, assigns or other legal representatives, as fully
and entirely as the same would have been held and enjoyed by Assignor if this
Assignment and sale had not been made; together with all income, royalties,
damages or payments due or payable as of the Effective Date or thereafter,
without limitation, all claims for damages by reason of past, present or future
infringement or other unauthorized use of the Marks, with the right to xxx for,
and collect the same for its own use and enjoyment, and for the use and
enjoyment of its successors, assigns and other legal representatives.
Assignor authorizes and requests the Commission of Patents and
Trademarks to record Assignee as assignee and owner of the Marks, and
applications and registrations therefor, in the United States, but excepting the
Commonwealth of Puerto Rico.
Assignor shall provide Assignee, its successors, assigns or other
legal representatives, cooperation and assistance at Assignee's request and
expense (including, without limitation, the execution and delivery of any and
all affidavits, declarations, oaths, exhibits, assignments, powers of
attorney or other documentation as may be reasonably required): (1) in the
preparation and prosecution of any application for registration or any
application for renewal of a registration covering any of the Marks; (2) in the
prosecution or defense of any interference, opposition, infringement or other
proceedings that may arise in connection with any of the Marks, including, but
not limited to, testifying as to any facts relating to the Marks assigned
herein and this Assignment; (3) in obtaining any additional protection for the
Marks that Assignee may deem appropriate which may be secured under the laws now
or hereafter in effect in the United States or any other country; and (4) the
implementation and perfection of this Assignment.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Assignment to be executed on its behalf as of the Effective Date.
"ASSIGNOR"
EDISON BROTHERS STORES, INC.
By: /s/ XXXX X. XXXXX
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Printed Name: Xxxx X. Xxxxx
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Title: [ILLEGIBLE]
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"ASSIGNEE"
XXXXX AND XXXXXX SHOW CO.
By: /s/ XXXXX XXXXXX
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Printed Name: Xxxxx Xxxxxx
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Title: President
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STATE OF MISSOURI )
) SS:
CITY OF ST. LOUIS )
On this 23rd day of June, 1999, before me appeared Xxxx X. Xxxxx, to me
known, who, being by me duly sworn, did say that he executed the foregoing
Assignment on behalf of Edison Brothers Stores, Inc., and acknowledged said
Assignment to be his free act and deed and the free act and deed of Edison
Brothers Stores, Inc., for the purposes therein set forth.
IN TESTIMONY WHEREOF, I have hereunder set my hand and affixed my
official seal in the City and State aforesaid, the day and year first above
written.
[NOTARY SEAL] /s/ XXXX XXXXXXX
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Notary Public
STATE OF MISSOURI )
) SS:
CITY OF ST. LOUIS )
On this 23rd day of June, 1999, before me appeared Xxxxx Xxxxxx, to me
known, who, being by me duly sworn, did say that he executed the foregoing
Assignment on behalf of Xxxxx and Xxxxxx Shoe Co., and acknowledged said
Assignment to be his free act and deed and the free act and deed of Xxxxx and
Xxxxxx Shoe Co., for the purposes therein set forth.
IN TESTIMONY WHEREOF, I have hereunder set my hand and affixed my
official seal in the City and State aforesaid, the day and year first above
written.
/s/ XXXX XXXXXXX
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Notary Public
[NOTARY SEAL]
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