Exhibit 10.70
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Assignment Agreement") is made as of
November 16, 2001 (the "Effective date"), by and among FM, LLC, a Delaware, USA
limited liability company (the "Company"), PIOGlobal Corporation, a Delaware,
USA corporation ("PIOGlobal"), and Closed Joint-Stock Company "Forest-Starma", a
Russian closed joint-stock company ("Forest-Starma"). The Company, PIOGlobal and
Forest-Starma are collectively referred to herein as the "Parties" and each
individually as a "Party".
WITNESSETH
WHEREAS, PIOGlobal and Forest-Starma are parties to a certain Secondment
and Professional Services Agreement, dated as of April 1, 1996, including all
amendments and supplements thereto adopted and having entered in to force as of
the date of this Assignment Agreement (the foregoing hereafter referred to as
the "Agreement");
WHEREAS, PIOGlobal desires to assign to the Company, as of the Effective
Date hereof, all of PIOGlobal's right, title and interest in and to the
Agreement; and
WHEREAS, the Company desires to accept the foregoing assignment and to
assume, as of the Effective Date, all liabilities, obligations, claims, costs
and expenses of PIOGlobal arising under the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto covenant and
agree as follows:
1. PIOGlobal hereby irrevocably assigns, transfers, conveys and surrenders to
the Company all of PIOGlobal's right, title and interest in and to the
Agreement and all benefits and rights relating thereto (including, without
limitation, its right to payments from Forest-Starma thereunder, whether in
respect of periods prior to or after the date hereof), as well as all of
PIOGlobal's liabilities and obligations arising under the Agreement to the
extent arising in respect of periods from and after the Effective Date.
2. The Company hereby accepts the foregoing assignment and assumes, as of the
Effective Date, all liabilities, obligations, claims, costs and expenses of
PIOGlobal arising under the Agreement in respect of periods from and after
the Effective Date, and hereby agrees to perform, pay and discharge all of
the liabilities and obligations and observe all of the covenants therein
contained to be performed, paid, discharged or observed by PIOGlobal to the
extent arising in respect of periods from and after the Effective Date.
3. Forest-Starma hereby expressly agrees to the assignment by PIOGlobal to the
Company of the Agreement as contemplated herein.
4. This Assignment Agreement shall be binding upon, and inure to the benefit
of, the Parties hereto and their respective successors and assigns.
5. Each of the Parties agrees to promptly execute and deliver such other
instruments as may be necessary to carry out the purposes and intent of
this Assignment Agreement or reasonably required by any Party to perfect or
evidence its rights hereunder.
6. This Assignment Agreement shall be governed and construed in accordance
with the substantive laws of the Commonwealth of Massachusetts, without
giving effect to the conflicts of laws provisions thereof.
7. The Parties shall use their best efforts to resolve all disputes and
controversies arising under this Assignment Agreement through negotiations.
If the Parties cannot resolve a dispute through negotiations within 30
(thirty) calendar days from commencement of efforts to resolve the dispute,
the Parties shall refer the dispute to an arbitrator in Boston,
Massachusetts, USA in accordance with the Rules of the American Arbitration
Association. An award of the arbitrator shall be enforceable at any court
of competent jurisdiction and shall be final and binding on all Parties.
8. This Assignment Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which, when taken together, shall
constitute one and the same instrument, binding on all Parties, and the
signature of any Party to any counterpart shall be deemed a signature to,
and may be appended to, any other counterpart.
IN WITNESS WHEREOF, the Parties hereto have caused this Assignment
Agreement to be executed and delivered by their respective duly authorized
officers or agents, effective as of the date first above written.
FM, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Its: ______________________
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PIOGLOBAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Its: _______________________
CLOSED JOINT-STOCK COMPANY
"FOREST-STARMA
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Its: ________________________
By: /s/ Xxxxxx X. Limarenko
-----------------------
Its: ________________________
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