Exhibit 10(bb) Settlement Agreement
This SETTLEMENT AGREEMENT dated October 22, 1998 is
between and among the following:
TRANSTECH INDUSTRIES, INC., a Delaware corporation
(formerly named Scientific Chemical Treatment Company, Inc. and
Scientific, Inc.) ("Transtech") and KIN-BUC, a New Jersey
Corporation ("KB") (referred to collectively as the, "Transtech
Parties"), and
INMAR ASSOCIATES, INC., a New Jersey corporation,
successor by consolidation of Inmar Realty, Inc., a New Jersey
corporation ("Inmar"), and TANG REALTY, INC., a New Jersey
corporation ("Tang")and DOCK WATCH QUARRY PIT, INC., a New Jersey
corporation, and XXXXXX X. XXXXX, for and as to himself (referred
to collectively as the "Inmar Parties").
WHEREAS, the parties to this Agreement wish to formally
and completely resolve between and among themselves certain issues
and claims; and
WHEREAS, the parties to this Agreement are also parties
in a certain litigation pending in the United States District Court
for the District of New Jersey entitled Transtech Industries, Inc.,
et al. v. A&Z Septic Clean, et al., Civil Action Number 2-90-
2578(HAA) ("Kin-Buc Cost Recovery Action"); and
WHEREAS, Kin-Buc, Inc. has filed suit against Inmar
Associates in the Superior Court of New Jersey, Chancery Division,
Xxxxxx County, Docket Number MRS-C-249-96, which such litigation
involves, among other things, claims on the part of Kin-Buc, Inc.
arising out of a certain contract between the parties dated
December 29, 1988 which pertains to the sale and utilization of
certain clay reserves through which such action Kin-Buc, Inc. has
previously secured a default judgment in the amount of $1.1
million; and
WHEREAS, the parties in 1997 have entered into certain
agreements with Waste Management, Inc., a Delaware corporation
(formerly named WMX Technologies, Inc.) and other corporate
entities related thereto relative to claims and liabilities arising
out of the Kin-Buc Landfill in Edison Township, New Jersey which is
owned and operated by Transtech and/or its subsidiaries; and
WHEREAS, the Transtech Parties, Inmar, Dockwatch and
Xxxxxx X. Xxxxx are all parties to the Kin-Buc Cost Recovery
Action, in which they have raised certain claims based the
Comprehensive Environmental Response Compensation and Liability Act
of 1980 ("CERCLA") and other statutory and common law theories of
recovery against other parties, which such other parties have
directed similar claims against the Transtech Parties, Inmar,
Dockwatch and Xxxxxx X. Xxxxx; and
WHEREAS, the Transtech Parties, Inmar, Dockwatch and
Xxxxxx X. Xxxxx have entered into an agreement which seeks to
settle and dismiss, among other things, the claims alleged by Waste
Management Inc. and its affiliates, including claims arising under
CERCLA, in the Kin-Buc Cost Recovery Action (the "Waste Management
- Transtech Settlement Agreement"); and
WHEREAS, the parties have previously entered into
settlement agreements with Waste Management, Inc. and other
parties, including "AFP Group" which filed certain fraudulent
conveyance counterclaims in November 1992 and February 1996 within
the context of the Kin-Buc Cost Recovery Action, in which the
counter claimants sought to have certain alleged fraudulent
transfers or conveyances voided;
WHEREAS, Transtech has been negotiating with Inmar, Tang
and Xxxxxx X. Xxxxx (collectively, the "Xxxxx Interests") toward a
settlement of disputes with Transtech, namely, Inmar's demand for
damages for loss of value of property adjoining the Kin-Buc
Landfill, the sharing of expenses of the AT&T Suit, and the
reimbursement of remediation costs at the Tang site. Negotiations
have included the satisfaction of Kin-Buc's $ 1.1 million judgment
against Inmar and the Xxxxx Interests' cooperation in the
prosecution of the suit against Transtech's insurers.
NOW THEREFORE, in consideration of the agreements and
undertakings being made by the parties, including the execution and
implementation of settlement agreements arising out of all
components of the existing Kin-Buc Cost Recovery Action, including
the fraudulent conveyance counterclaim litigation related thereto,
and for other good and valuable considerations and the mutual
promises and covenants contained herein, the receipt and
sufficiency of which the parties acknowledge, the Transtech
Parties, Inmar Associates, Inc., Tang Realty and Xxxxxx X. Xxxxx do
hereby agree as follows:
1. Execution and Implementation of Kin-Buc Related
Settlements
Xxxxxx X. Xxxxx, Inmar Associates and Tang Realty have
previously executed all settlement agreements arising within the
context of the Kin-Buc Cost Recovery Action (including all
settlement documents pertaining to the Waste Management - Transtech
Settlement Agreement) and have agreed to support and implement such
agreements, including taking whatever actions are necessary to
support and advance certain pending motion practice within the Kin-
Buc Cost Recovery Action that seeks the Court's approval of the
aforenoted settlements. Xxxxxx X. Xxxxx, Inmar Associates, Inc.
and Tang Realty hereby agree to execute whatever supplemental or
additional documents may be required by Transtech or Waste
Management pursuant to the terms and conditions of the previously
executed settlement documents.
2. Assignment of Insurance Claims
The Inmar Parties and the other named insureds under the
Insurance Policies hereby agree to assign, transfer or otherwise
convey all rights, claims, causes of action and demands which they
have, possess or may possess with respect to any and all excess
insurance policies, in which they are noted or are named to be
insureds or additional insureds. Such policies are presently the
subject of a declaratory judgment action pending in the Middlesex
County Superior Court (the "Middlesex County Coverage Action"). In
such action, Transtech Industries has advanced claims for coverage
relating to the Kin-Buc Landfill and the Chemsol Superfund site
situated in Piscataway, New Jersey. A copy of the relevant
declaratory judgment action complaint is attached hereto as Exhibit
A.
The Inmar Parties and the other named insureds shall
cooperate with Transtech Industries and its counsel with respect to
the litigation of the declaratory judgment action and any
resolution, whether by settlement or judgment which arises with
respect to the same.
The Inmar Parties and the other named insureds on behalf of
themselves and any other related entity or entities in which any
Inmar Party may have an interest shall, contemporaneous with the
execution of this document, execute the assignment agreement
attached hereto as Exhibit B. Further, the Inmar parties and the
other named insureds shall cooperate with Transtech Industries and
its counsel with respect to execution of such other and further
documents as Transtech's counsel may require for assignment and/or
settlement in the Insurance claims whether part of the Middlesex
County Coverage Action or otherwise.
3. Payment To Xxxxxx X. Xxxxx'x Legal Fees
Transtech has agreed to pay to Xxxxxx X. Xxxxx the sum
of $200,000.00, which payment is in full and complete settlement
for any and all claims for indemnification for which Xxxxxx X.
Xxxxx has directed against Transtech Industries in matters
pertaining to the Carlstadt Superfund site, including claims
directed against Xx. Xxxxx which were the subject of a certain
litigation entitled, AT&T, et al. vs. Inmar Associates, et al.,
docket number 88-4267(WHW), and in consideration of assignment by
Xxxxxx X. Xxxxx of the rights under the Insurance Policies. Such
action has previously been settled on the part of Transtech
Industries, Inmar Associates and Xxxxxx X. Xxxxx and the Federal
District Court has formally approved such settlement. The
$200,000.00 to be paid to Xxxxxx X. Xxxxx is to be paid in the
following manner: a. $100,000.00 is to be paid to Xxxxxx Xxxxx
within three (3) days of the receipt of $480,000.00 on the part of
Transtech from those monies presently held in the Court escrow
account pursuant to Judge Xxxxxxx'x order (see previous paragraph);
b. At the time that Transtech receives the $480,000.00 now held
in escrow pursuant to Judge Xxxxxxx'x order, it shall promptly
cause to be placed in a third-party escrow account the sum of
$100,000.00 which such an account will be an interest-bearing
account; c. In the event that the current insurance coverage
action pending in the Middlesex Superior Court which has been
initiated by Transtech is resolved by way of settlement or judgment
and Transtech is in receipt of funds, the $100,000.00 held in the
third-party escrow account along with any interest which is
garnered on the same, is to be immediately released to Xxxxxx X.
Xxxxx. In the event however, that the insurance coverage action
results in a determination of "no cause of action," Transtech shall
have no obligation to pay to Xxxxxx X. Xxxxx the balance of the
$200,000.00 obligation described herein and those monies which had
been held in the third-party interest bearing escrow account shall
become the property of Transtech.
4. Indemnification of Xxxxxx X. Xxxxx
Transtech Industries shall indemnify Xxxxxx X. Xxxxx for
all liability claims alleged to arise out of Xxxxxx X. Xxxxx'x
actions, acts or omissions in his capacity as an officer, director
and employee of Transtech Industries. (See Exhibit D for prior
names of Transtech Industries, Inc.) It is expressly understood by
the parties that in the context of any potential claims directed
against Xx. Xxxxx for such liability which relate to the Chemsol
Superfund site located in Piscataway, New Jersey, it shall be the
obligation of Transtech Industries, Inc. to defend him with respect
to such claims at least until such point in time as it is clear
that the claims for such liability directed against Xx. Xxxxx do
not relate to his acts or omissions as an officer, director or
employee of Transtech Industries, Inc. or its predecessors. In the
event that the claims directed against Xx. Xxxxx arising out of the
Chemsol site relate both to actions and inactions on the part of
Xx. Xxxxx as an officer, director or employee of Transtech
Industries and unrelated actions and inactions on the part of Xx.
Xxxxx, the parties shall work together in an effort to develop a
good faith allocation of defense cost obligations relating to such
claims. In the event that a claim for indemnification is made by
Xxxxxx X. Xxxxx to Transtech, and Transtech decides that it will
not defend Xxxxxx Xxxxx, it shall apprize counsel for Xx. Xxxxx in
writing of the decision and the reasons for the decision. In the
event the parties are unable to successfully conclude efforts to
either allocate costs or agree that the claim is covered by the
indemnification provision of this agreement the parties further
agree that they shall make use of a mediator to resolve the same.
5. Assignment of Judge Xxxxxxx Monies
Inmar Associates hereby agrees and assigns to Transtech
the right to obtain monies presently in a Superior Court Escrow
Account arising out of Orders of Judge Xxxxxxxx Xxxxxxx dated June
1983 and related subsequent Orders (including the Order of March
29, 1997 in Civil Action MRS-C-249-96). Transtech is hereby
granted and assigned by Inmar Associates the right (but not the
obligations to appeal any and all of Judge Xxxxxxx'x Orders,
including the June 1983 Order and subsequent Orders including all
such appeals presently pending in the Appellate Division of the New
Jersey Superior Court. As of January 1, 1998, Transtech will
undertake responsibility to prosecute any such appeal and shall
bear all costs associated with the appeal, including legal fees.
Xxxxxx X. Xxxxx, Inmar Associates and their counsel shall fully
cooperate with Transtech and its counsel in a full and complete
manner with respect to the prosecution of the appeal. The parties
agree that Transtech Industries is entitled to all of Inmar
Associates' rights to $480,000.00 of the monies held by the New
Jersey Superior Court. If the available monies so held are
insufficient to pay $480,000.00 to Transtech, then any other monies
which are added to the account during the lifetime of the Judge
Xxxxxxx Order and related Orders will be available to pay the
unsatisfied amount with the understanding, however, that Transtech
Industries shall have no right to any recovery against any Superior
Court account monies beyond the sum of $480,000.00. Any monies
remaining in any Superior Court account in excess of the
$480,000.00 which Transtech is entitled shall be deemed to be the
property of Inmar Associates, Inc.
6. Default Judgment
Transtech will move as soon as practical after the
execution of this Agreement to vacate the default judgment which it
obtained in connection with the Kin-Buc, Inc. vs. Inmar Associates
litigation pending in the Superior Court of Xxxxxx County and
proceed with the filing of the appropriate Stipulation of
Settlement or Warrant to Satisfy Judgment to properly memorialize
the vacation of the default judgment noted above and the resolution
of the litigation.
7. Payment of Xxxxx/Inmar Counsel Fees
Transtech shall reimburse Xxxxxx X. Xxxxx and Inmar
Associates up to $70,000.00 of their outstanding legal fees
incurred in the defense of the fraudulent conveyance actions and
the defense of the owner/operator theories of recovery directed
against Xxxxxx X. Xxxxx in the context of the Kin-Buc Federal Court
Costs Recovery (CERCLA) action. Transtech has paid to counsel for
Xxxxxx Xxxxx and Inmar Associates $40,000.00 of the $70,000.00 of
legal fees agreed to be reimbursed. In addition to the
reimbursable fees noted above, Transtech agrees to pay to Xxxxxx
Xxxxx $15,000.00 which represents one half of those attorneys fees
which Xx. Xxxxx and Inmar Associates have incurred in the
prosecution of a certain appeal of Judge Xxxxxxx'x Order of June,
1983 and subsequent Orders. Payment of all of the unpaid legal
fees described herein shall be made contemporaneous with the
execution of this Agreement and is to be delivered to the Trust
account of Schenck, Price, Xxxxx & Xxxx, on behalf of Xxxxxx X.
Xxxxx and Inmar Associates.
8. Mutual Releases
Inmar Parties and the Transtech Parties hereby mutually
release each other as to all claims.
9. Governing Law
This Agreement shall be construed and governed in all
respects by the laws of the State of New Jersey.
10. Forum Selection
Any section, suit or proceeding initiated for the
purposes of interpreting, enforcing or avoiding any provision
hereof by any party shall be instituted in the Courts of the State
of New Jersey and all parties hereby submit to the jurisdiction of
such Courts. The parties agree, however, that in advance of any
formal legal action arising out of the instant agreement and those
agreements incorporated herein by reference, they shall consent to
a non-binding mediation of any dispute other than the obligation of
Transtech Industries to pay $200,000.00 to Xxxxxx X. Xxxxx, which
such mediation shall be conducted pursuant to the dictates of the
rules of commercial mediation promulgated by the American
Arbitration Association.
11. Binding Authority
The parties hereby mutually represent and warrant to
each other that each signatory to this Agreement has the full
power, authority and legal right to execute the document on his or
its own behalf as well as on behalf of the corporate or other
entities referred to herein. Moreover, the parties hereby
represent to each other that none of them has executed this
document under any duress, undue pressure or fraud and that each
hereby expressly agrees to be legally and equitably bound by the
expressed terms, covenants and conditions contained herein.
Lastly, the parties mutually represent to one another that each has
entered into this Agreement with the assistance of competent
counsel of their own choosing.
12. Severability
This Agreement shall be severable such that the
invalidity or unenforceability of any portion or provision
contained herein shall in no way affect the validity or
enforceability of any portion or provision of this Agreement. If
any portion or provision of this Agreement is held to be invalid or
unenforceable by any Court of competant jurisdiction, then in that
event, such a portion or provision shall be deemed amended to the
extent, but only to the extent, necessary to make it valid and
unenforceable.
13. Representations and Warranties
This Agreement is knowingly and voluntarily entered into
by the signatories hereto and each of them declares and represents
that no payments, promises, representations or inducements for the
execution of this Agreement have been made or in any way relied
upon except as provided herein.
14. No Admission of Liability
It is further agreed and understood that the Agreement
set forth herein is in the best interests of the parties hereto.
This Agreement is given in compromise of various disputed claims
and nothing contained herein shall be construed or offered as an
admission of liability on behalf of or with respect to any claims
asserted by or against the parties and the parties deny any
liability and intend merely to avoid litigation and any and all
such alleged liability is hereby expressly denied by the parties.
15. Amendments or Modifications
To be legally binding, any amendments or modifications to
this Agreement must be in writing, must refer specifically to this
Agreement and must be signed by duly authorized representatives of
all parties hereto.
16. Counterparts
This Agreement may be executed in counterparts, each such
counterpart to be deemed an original, and all such counterparts to
constitute one single instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
Transtech Industries, Inc.
By /s/ Xxxxxx X. Xxxxx
Title President
Xxxxxx X. Xxxxx
By /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Inmar Associates, Inc.
By /s/ Xxxxxx X. Xxxxx
Title President
Tang Realty, Inc.
By /s/ Xxxxxx X. Xxxxx
Title President
Exhibit A
Exhibit B
ASSIGNMENT
Assignment made this _________________ day of October 1998
by and between:
Inmar Associates, Inc., a New Jersey corporation, for
itself, and as the successor in interest by consolidation of Red
Xxxxx Realty, Inc., a New Jersey corporation, Bluejay Realty,
Inc., a New Jersey corporation, Sparrow Realty, Inc., a New
Jersey corporation, Bee See Corp., a New Jersey corporation, 000
Xxxxx Xxxxxx Company, a New Jersey corporation and Inmar Realty,
Inc., a New Jersey corporation, and as a potential successor in
interest to Pak Crest, Inc., a New Jersey corporation; Rock
Crest, Inc., a New Jersey corporation; Tang Realty, Inc., a New
Jersey corporation; Dock Watch Quarry Pit, Inc., a New Jersey
corporation, for itself and as a successor by merger of Joe's
Quarry, Inc., a New Jersey corporation; Marpak Associates, Inc.,
a _____________________ corporation formerly named RCC, Inc.;
Millington Quarry, Inc., a New Jersey corporation; and Xxxxxx X.
Xxxxx, but only as a potential successor in interest to Marpak,
Inc., a Delaware corporation Xxxxxx Plastics, Inc., a New Jersey
corporation and Chemsol, Inc., a ___________________ corporation
(hereinafter referred to as the "Assignors"),
- and -
Transtech Industries, Inc., a Delaware corporation
(hereinafter referred to as "Assignee").
WHEREAS the Assignors and/or their predecessors in interest
are insureds, with others, under the following policies of
insurance issued by (1) Certain Underwriters at Lloyd's, London
and London Market Insurers for the period of November 20, 1964 to
September 1, 1981 including policy numbers 031127000, 020784000,
031126000, 025065000, 025067000, 025066000, 027068000, 027069000,
028688000, 029999000, and 020099100; (2) First State Insurance
Company for the period of September 1, 1981 to September 1, 1985
including policy numbers 948502, 951704, 953830 and 953885; and
(3) International Insurance Company for the period of September
1, 1984 to September 1, 1985, policy number 5220361296,
(hereinafter collectively referred to as the "Insurance
Policies");
WHEREAS the Assignors desire to assign to the Assignee any
and all claims and causes of action which Assignors have or may
have under the Insurance Policies to enable Assignee, in its sole
and absolute discretion, to settle claims under the Insurance
Policies or sell,the Insurance Policies to the insurance company;
and
WHEREAS the Assignors have received fair and adequate
consideration for entering into this Assignment, the receipt of
which is hereby acknowledged by Assignors;
It is, therefore, agreed and stipulated by and among the
undersigned parties that:
1. Assignors, and each Assignor, agree to and do hereby
assign to Assignee any and all claims and causes of action under
the Insurance Policies;
2. Assignors, and each Assignor, shall not assert, in any
manner, any claim or cause of action they have or may have under
the Insurance Policies;
3. Assignors represent and warrant that each has the
authority to make this Assignment;
4. Assignors, and each Assignor, represent that it has not
transferred, assigned or conveyed any of the claims and causes of
action under the Insurance Policies to any party other than
Assignee;
5. Assignors, and each Assignor, agree to execute any
document required by Assignee and/or the insurance companies
which is necessary to effectuate the purpose of this Assignment,
including, but not limited to, releases, waivers of coverage,
estoppel agreements and any document required by the insurance
companies to permit Assignee to sell the Insurance Policies, or
any one of the Insurance Policies, to the insurance company.
Each Assignor shall execute any such document within five (5)
days of presentment. Each Assignor hereby appoints
________________ as its attorney-in-fact to execute any document
for the Assignor in the event that the Assignor fails to execute
the document on its own behalf within said five days;
6. Assignors and Assignee intend by this Assignment to
preserve, retain and continue all rights and claims under the
Insurance Policies. No rights under the Insurance Policies are
waived or released by any provision of this Assignment;
7. This Assignment shall be binding upon the parties,
their successors and assigns.
WHEREUNTO the aforesaid parties hereby indicate their
agreement to the terms of this Assignment by executing same on
the date first above written.
ASSIGNORS:
_____________________________
Xxxxxx X. Xxxxx, but only as a
potential successor in interest to Marpak, Inc., a Delaware
corporation, Xxxxxx Plastics, Inc., a New Jersey corporation, and
Chemsol, Inc., a ________________ corporation.
INMAR ASSOCIATES, INC., a New Jersey corporation,
for itself, and as the successor in interest by consolidation of
Red Xxxxx Realty, Inc., a New Jersey corporation, Bluejay Realty,
Inc., a New Jersey corporation, Sparrow Realty, Inc., a New
Jersey corporation, Bee See Corp., a New Jersey corporation, 000
Xxxxx Xxxxxx Company, a New Jersey corporation and Inmar Realty,
Inc., a New Jersey corporation. and as a potential successor in
interest to Pak Crest, Inc., a New Jersey corporation
By:/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
ROCK CREST, INC., a New Jersey corporation
By:/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
TANG REALTY, INC., a New Jersey corporation
By:/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
DOCK WATCH QUARRY PIT, INC., a New Jersey corporation,
for itself and as a successor by merger of Joe's Quarry, Inc., a
New Jersey corporation
By:/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
MARPAK ASSOCIATES, INC., a ____________ corporation,
(formerly named RCC, Inc.)
By:/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
MILLINGTON QUARRY, INC., a New Jersey corporation
By:/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
ASSIGNOR:
TRANSTECH INDUSTRIES, INC., a Delaware corporation
(formerly named Scientific Chemical Treatment Co., Inc. and
Scientific, Inc.)
By:/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
and Chief Executive Officer
ASSIGNMENT
This Assignment made this _____________day of October 1998
by and between:
Millington Quarry, Inc., a New Jersey corporation,
(hereinafter referred to as the "Assignor"),
-and-
Transtech Industries, Inc., a Delaware corporation
(hereinafter referred to as "Assignee").
WITNESSETH
WHEREAS the Assignor and/or its predecessors in interest are
insured, with others, under the following policies of insurance
issued by (1) Certain Underwriters at Lloyd's, London and London
Market Insurers for the period of November 20, 1964 to September
1, 1981 including policy numbers 031127000, 020784000, 031126000,
025065000,025067000,025066000,027068000,027069000,028688000,
029999000, and 020099100; (2) First State Insurance Company for
the period of September 1, 1981 to September 1, 1985 including
policy numbers 948502, 951704, 953830 and 953885; and (3)
International Insurance Company for the period of September 1,
1984 to September 1, 1985, policy number 5220361296; (hereinafter
collectively referred to as the "Insurance Policies");
WHEREAS the Assignor desires to assign to the Assignee any
and all claims and causes of action which Assignor has or may
have under the Insurance Policies to enable Assignee, in its sole
and absolute discretion, to settle claims under the Insurance
Policies or sell the Insurance Policies to the insurance company;
and
WHEREAS the Assignor has received fair and adequate
consideration for entering into this Assignment the receipt of
which is hereby acknowledged by Assignor;
It is, therefore, agreed and stipulated by and among the
undersigned parties that:
1. Assignor agrees to and does hereby assign to Assignee
any and all claims and causes of action under the Insurance
Policies;
2. Assignor shall not assert, in any manner, any claim or
cause of action it has or may have under the Insurance Policies;
3. Assignor represents and warrants that it has the
authority to make this Assignment;
4. Assignor represents that it has not transferred,
assigned or conveyed any of the claims and causes of action under
the Insurance Policies to any party other than Assignee;
5. Assignor agrees to execute any document required by
Assignee and/or the insurance companies which is necessary to
effectuate the purpose of this Assignment, including, but not
limited to, releases, waivers of coverage, estoppel agreements
and any document required by the insurance companies to permit
Assignee to sell the Insurance Policies, or any one of the
Insurance Policies, to the insurance company. Assignor shall
execute any such document within five (5) days of presentment.
Assignor hereby appoints __________________ as its attorney-in-
fact to execute any document for the Assignor in the event that
the Assignor fails to execute the document on its own behalf
within said five days;
6. Assignor intends by this Assignment to preserve, retain
and continue all rights and claims under the Insurance Policies.
No rights under the Insurance Policies are waived or released by
any provision of this Assignment;
7. This Assignment shall be binding upon the parties,
their successors and assigns.
WHEREUNTO the aforesaid parties hereby indicate their
agreement to the terms of this Assignment by executing same on
the date first above written.
ASSIGNOR:
MILLINGTON QUARRY, INC., a New Jersey corporation
By:/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
ASSIGNEE:
TRANSTECH INDUSTRIES, INC., a Delaware corporation
(formerly named Scientific Chemical Treatment Co., Inc., and
Scientific, Inc.)
By:/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
and Chief Executive Officer
Exhibit C
Exhibit D
Prior Names of TRANSTECH Industries, Inc.
Transtech Industries, Inc. was previously known as
Scientific, Inc. and Scientific Chemical Treatment Co., Inc.
