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Exhibit (10K)
ASSIGNMENT
THIS ASSIGNMENT is made this 16th day of April, 1997 by and between
3355489 Canada Inc., a Canadian corporation ("Holdco 1"), and 3357392 Canada
Inc., a Canadian corporation ("Canco 1").
WHEREAS, FUR was party to that certain Share Purchase Agreement dated as
of February 18, 1997 among FUR, Impark Investments Inc., the persons listed on
Schedule 1 thereto and certain others (as amended through the date hereof, the
"Share Purchase Agreement"); and
WHEREAS, FUR has assigned its rights and obligations under the Share
Purchase Agreement to FUMI and FUMI has accepted such assignment pursuant to an
Assignment dated March 27, 1997 between FUR and FUMI (the "FUMI Assignment");
WHEREAS, FUMI has assigned its rights and obligations under the FUMI
Assignment to Holdco 1 and Holdco 1 has accepted such assignment pursuant to an
Assignment dated April 16, 1997 between FUMI and Holdco 1 (the "Assignment");
WHEREAS, Holdco 1 desires to assign its rights and obligations under the
Assignment to Canco 1 and Canco 1 desires to accept such assignment;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each party, the parties hereby
agree as follows:
1. Terms used herein commencing with initial capital letters and not
otherwise defined shall have the respective meanings ascribed thereto in
the Share Purchase Agreement.
2. In consideration of assuming all obligations under the Promissory Note
issued by FUMI to FUR in the amount of $4,659,125.08 and assumed by Holdco
1, Holdco 1 hereby assigns to Canco 1 all rights, title, benefits,
interest, liabilities and obligations under the Assignment and any other
documents related thereto to which any of the Vendors and Holdco 1 are
parties or which have been executed by any of them for the benefit of
Holdco 1 (collectively, the "Documents").
3. Canco 1 hereby accepts the within assignment to it of the rights, title,
benefits and interest of Holdco 1 (the "Rights") and hereby covenants and
agrees with Holdco 1 that it shall and will, from time to time, and at all
times hereafter be bound by, observe, perform and fulfil each and
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every covenant, proviso, obligation, term and condition on the part of
Holdco 1 in the Documents relating to the acquisition of the Purchased
Shares and the payment of the Purchase Price therefor to the same extent
as if Canco 1 had been originally named as a party to the Documents in the
place and stead of Holdco 1 in so far as the Documents relate to the
acquisition of the Purchased Shares.
4. Canco 1 shall be entitled to hold and enforce all of the Rights in, to and
under the Documents (including, without limitation, under the Escrow
Agreement).
5. All references to "Purchaser" in the Documents shall be deemed to include
Canco 1 insofar as is necessary to give effect to the assignment of the
Rights in, to and under the Documents effected hereby and, for greater
certainty, any Loss suffered by Canco 1 shall be deemed to be a Loss
suffered by Purchaser for purposes of Article 11 of the Purchase
Agreement.
6. Holdco 1 further covenants to do all such acts and execute all such
documents as may be reasonably necessary or desirable to secure the
vesting in Canco 1 of all rights assigned to Canco 1 hereunder.
7. This Assignment shall be governed by and construed in accordance with the
laws of the Province of Ontario.
8. This Assignment is for the benefit of Canco 1 and its subsidiaries and may
be assigned by Canco 1 to any of its direct or indirect subsidiaries.
9. This Assignment constitutes the entire agreement between the parties with
respect to the subject matter hereof. No amendment or waiver of any
provision of this Assignment shall be binding on any party unless
consented to in writing by such party.
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IN WITNESS WHEREOF, this Assignment has been duly executed by the
authorized officers of the parties hereto.
3355489 CANADA INC.
By: /s/ Authorized Signer
_______________________________
Name: _______________________________
Title: _______________________________
3357392 CANADA INC.
By: /s/ Authorized Signer
_______________________________
Name: _______________________________
Title: _______________________________
