Exhibit 2.2
GENERAL ASSIGNMENT
This GENERAL ASSIGNMENT is made as of the 19th day of May, 2003, by
National Syndications, Inc., a Delaware corporation ("Assignor"), to Sherwood
Partners, Inc., a California corporation ("Assignee"), in accordance with the
laws of the State of Delaware ("Applicable Law").
W I T N E S S E T H :
Assignor, for and in consideration of the covenants and agreements to be
performed by Assignee, as hereinafter contained, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, does hereby grant,
bargain, sell, assign, convey and transfer to Assignee, its successors and
assigns, forever, in trust, for the benefit of Assignor's creditors generally,
all of the property of Assignor of every kind and nature and wheresoever
situated, both real and personal, and any interest or equity therein
(collectively, the "Assigned Assets"), including, but not limited to, all
merchandise, equipment, furniture, fixtures, accounts, books, cash on hand, cash
in bank, deposits, patents, copyrights, trademarks and trade names and all
associated goodwill, software, and related documentation, insurance policies,
and choses in action that are legally assignable, together with the proceeds of
any existing non-assignable choses in action that may hereafter be recovered or
received by Assignor.
Nothing herein shall prevent the Assignor or any affiliate of Assignor
from filing any final returns that may be required with the U.S. Treasury
Department or any other taxing agency.
Assignee is hereby authorized at any time after the signing hereof by
Assignor, in conformity with Applicable Law, to sell and dispose of the Assigned
Assets at such time and upon such terms as it may see fit, and to pay to
creditors of Assignor pro rata, the net proceeds arising from the sale and
disposal of the Assigned Assets, after deducting all moneys which Assignee may
at its option pay for the discharge of any lien on any of the Assigned Assets
and any indebtedness which under the law is entitled to priority of payment.
Assignee shall have full power and authority to open bank accounts in the
name of Assignee or its nominees or agents and to deposit the Assigned Assets or
the proceeds thereof in such bank accounts and to draw checks thereon and with
the further power and authority to do such other acts and to execute such papers
and documents in connection with this Assignment as Assignee shall consider
necessary or advisable.
Assignor and Assignee acknowledge that certain of the Assigned Assets may
be subject to restrictions on the use or transfer thereof, the unauthorized use
or transfer of which may result in damages or claims. Such assets may include,
without limitation, intellectual property rights of the Assignor (e.g., trade
names, service names, registered and unregistered trademarks and service marks
and logos; internet domain names; patents, patent rights and applications
therefor, copyrights and registrations and applications therefor; software and
source code (and software licenses with respect thereto); customer lists and
customer information; know-how, trade secrets, inventions, discoveries,
concepts, ideas, methods, processes, designs, formulae, technical data,
drawings, specifications, data bases and other proprietary assets (collectively,
"Intellectual Property")).
Assignor hereby declares that the powers and authority granted to Assignee
herein are coupled with an interest and are not and shall not be revocable by
Assignor in any manner for any reason whatsoever.
Assignee acknowledges and agrees that the Assigned Assets are being
assigned "AS IS, WHERE IS, WITH ALL FAULTS" and Assignee has not relied and will
not rely on, and Assignor is not liable for or bound by, any express or implied
warranties, guarantees, statements, representations or information with respect
to the Assigned Assets except as expressly set forth herein.
After the date hereof, Assignor shall promptly forward to Assignee all
mail, telegrams, and other communications, and all other expenses or other
packages, addressed to Assignor or its agents.
From time to time after the date hereof, at the request of Assignee,
Assignor, shall, without consideration, deliver such further instruments of
transfer and shall take such other action as Assignee may reasonably request in
order to convey more effectively any of the Assigned Assets.
This Assignment shall be governed by the laws of the State of Delaware and
is being made in connection with the dissolution of Assignor under the laws of
Delaware.
This Assignment may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
document.
IN WITNESS WHEREOF the parties hereunder set their hands the day and year
first above written.
Assignor's Federal Tax I.D. Number: NATIONAL SYNDICATIONS, INC. Assignor
Federal # ________________
By:_______________________________
Its:______________________________
The foregoing assignment was acknowledged before me this ___ day of May,
2003, by _______________________ of National Syndications, Inc., as assignor,
for the purposes therein expressed.
[Signature of Notary Public]
[Print, Type, or Stamp Commissioned Name of Notary Public]
SHERWOOD PARTNERS, INC., Assignee
By:______________________________
Its:_____________________________
The foregoing assignment was acknowledged before me this ___ day of May,
2003, by _______________________ of Sherwood Partners, Inc., as assignee, for
the purposes therein expressed.
[Signature of Notary Public]
[Print, Type, or Stamp Commissioned Name of Notary Public]
