ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made as of the ____day of
September, 2005 between Xxx Corp, L.L.C. (“Seller”) and Solar Night Industries,
Inc. (“Purchaser”).
NOW,
THEREFORE, in consideration of the premises and mutual covenants described
herein and in the Purchase Agreement, the parties hereby agree as follows:
1. Seller
does hereby sell, assign, transfer and set over to Purchaser the entire right,
title and interest of Seller in, to the following (the “Purchased
Assets”):
(a) all
claims and rights (and benefits arising therefrom) with or against all persons
(as herein defined) whomsoever relating to the Purchased Assets, including,
without limitation, rights against suppliers under warranties covering any
of
the inventory or equipment of Seller sold to Purchaser;
(b) all
of
Seller’s right to use the any and all trade names used by Seller and all other
intellectual property used in the Business, including, without limitation,
patents (including design patents, industrial designs and utility models),
know
how, unpatented inventions, trade secrets, secret formulas, processes and
designs, confidential and technical information, manufacturing, engineering
and
technical drawings, product specifications, business and marketing plans,
copyrights and registrations thereof, trademarks, service marks, trade names,
trade dress, brands, logos and slogans and registrations thereof, and
intellectual property rights similar to any of the foregoing (collectively,
“Intellectual
Property”),
and
all goodwill associated with the Intellectual Property, together with the right
to xxx for and recover remedies against past, present and future infringement
thereof;
(c) all
contracts, agreements, undertakings and other arrangements to which the Company
is a party with respect to the Business or by which the Purchased Assets or
the
Business are bound, including, without limitation, sales orders and sales
contracts, purchase orders and purchase contracts, quotations and bids, service
agreements, distribution agreements, and supply agreements (the “Contracts”);
and
(d) all
books, records and other information, including, without limitation, customer
lists, customer records, sales, marketing and promotional materials, catalogues
and advertising literature relating to the business of Seller or copies
thereof.
3. In
consideration of the obligations of Seller under the Purchase Agreement and
the
assignment to Purchaser of the Assumed Liabilities and the Purchased Assets,
Purchaser does hereby (i) assume the following specific liabilities of Sellers
all Obligations under the Contracts, to the extent such arise after Closing
and
are not attributable to a breach of such by Seller prior to Closing; and (ii)
agree to pay to Seller $57,000 pursuant to the Note attached hereto as Exhibit
A.
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4. This
instrument is subject to all of the terms and conditions of the Purchase
Agreement.
5. This
instrument shall be binding upon and inure to the benefit of Purchaser and
Sellers and their respective successors and assigns.
6. This
instrument may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which shall constitute one and the same
instrument.
7. This
instrument shall be governed by and construed under Missouri law, without regard
to conflict of laws thereof.
IN
WITNESS WHEREOF, the parties have executed this Assignment and Assumption
Agreement as of the date first written above.
| SOLAR NIGHT INDUSTRIES, INC. | XXX CORP, L.L.C. |
| By: ______________________________________________________ | ______________________________________________________ |
| Name: | Xxxxx Xxxxx, Manager |
| Title: | |
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