Exhibit 10.2
ASSIGNMENT AGREEMENT
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THIS ASSIGNMENT AGREEMENT (the "Agreement") is made as of April 22,
2002 (the "Effective Date"), by and among Pioglobal Forest, L.L.C., a Delaware,
USA limited liability company (the "Company") and FM, LLC, a Delaware , USA
limited liability company ("FM LLC"). The Company and FM LLC are collectively
referred to herein as the "Parties" and each individually as a "Party".
WITNESSETH
WHEREAS, pursuant to an Assignment Agreement dated as of November 16,
2001 between FM LLC and PIOGlobal Corporation, PIOGlobal Corporation assigned
all of its right title and interest in and to a certain Services Agreement,
dated as May 14, 2001, between PIOGlobal Corporation and Xxxxxx Equipment
Services (the "Services Agreement");
WHEREAS, FM LLC desires to assign to the Company, as of the effective
date hereof, all of FM LLC's right, title and interest in and to the Services
Agreement; and
WHEREAS, the Company desires to accept the foregoing assignment and to
assume, as of the effective date hereof, all liabilities, obligations, claims,
costs and expenses of FM LLC arising under the Services 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. FM LLC hereby irrevocably assigns, transfers, conveys and surrenders to
the Company all of FM LLC's right, title and interest in and to the
Consulting Agreements and all benefits and rights relating thereto, as
well as all of FM LLC's liabilities and obligations arising under the
Services 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 FM LLC arising under the Services Agreement in respect of
the period from and after the Effective Date, and hereby agrees to pay,
perform and discharge all of the liabilities and obligations and
observe all of the covenants therein contained to be performed, paid,
discharged or observed by FM LLC to the extent arising in respect of
periods from and after the Effective Date.
3. This Agreement shall be binding upon, and inure to the benefit of, the
Parties hereto and their respective successors and assigns.
4. 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 Agreement
or reasonably requested by the other Party to perfect or evidence its
rights hereunder.
5. This 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.
6. The Parties shall use their best efforts to resolve all disputes and
controversies arising under this Agreement through negotiations. If the
Parties cannot resolve a dispute through negotiations within 30
(thirty) calendar days from the 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.
7. This 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 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 Agreement to be
executed and delivered by their respective duly authorized officers or agents,
effective as of the date first above written.
PIOGLOBAL FOREST, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: President
FM, LLC
By: /s/ Xxxxxx X. Xxxxxx
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Its: Vice President and Treasurer
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