Exhibit 10.6
ASSIGNMENT
THIS ASSIGNMENT made as of the 12th day of February 2002 by and between
OCEAN CASTLE PARTNERS LLC, a Delaware limited liability company ("Assignor"),
and GLOBAL TECHNOLOGIES, LTD., a Delaware corporation ("Assignee").
WHEREAS, Assignor has entered into a Consulting and Management
Agreement (the "Agreement") with TNCI UK Limited, a company organized under
the laws of England and Wales ("TNCI UK") whereby TNCI UK has agreed to pay
certain compensation and reimburse certain expenses (collectively, the
"Compensation") to Assignor in connection with Assignor's provision of
services to Assignee as enumerated in the Agreement.
WHEREAS, Assignor desires to assign its right under the Agreement to
receive a part of the Compensation, and all of its right, title and
interest in and to such portion of the Compensation, to Assignee, and
Assignee desires to accept such assignment, all subject to the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00), and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
1. ASSIGNMENT. Assignor hereby assigns, sets over, transfers, conveys
and delivers its right pursuant to the Agreement to receive a part of the
Compensation as it shall determine in its sole discretion, and all of its
right, title and interest in and to such portion of the Compensation, to
Assignee, and agrees to execute and deliver to Assignee such other
instruments or documents and take such other actions as Assignee from time
to time may reasonably request to effect, evidence, record or confirm such
assignment. Assignee hereby accepts such assignment.
2. TERMINATION. This Assignment shall terminate, become null, void and
of no further force or effect immediately, automatically and without any
action on the part of either party hereto at such time, if any, as Assignee
shall suffer an event of Bankruptcy (as defined below), Assignee
discontinues its business operations, or Xxxxx X. Xxxxx ceases to be
employed by Assignee. "Bankruptcy" shall mean (A) a receiver, liquidator or
trustee of Assignee or of a substantial part of its properties shall be
appointed by court order and such order shall remain in effect for more
than 30 days; (B) Assignee shall be adjudicated bankrupt or insolvent; (C)
a substantial part of the property of Assignee shall be sequestered by
court order and such order shall remain in effect for more than 30 days;
(D) a petition to reorganize Assignee under any bankruptcy, reorganization
or insolvency law shall be filed against Assignee and shall not be
dismissed within 30 days after such filing; (E) Assignee shall file a
petition in voluntary bankruptcy or request reorganization under any
provision of any bankruptcy, reorganization or insolvency law, or Assignee
shall consent to the filing of any petition against it under any such law;
or (F) Assignee shall make an assignment for the benefit of its creditors,
or admit in writing its inability to pay its debts generally as they become
due, or consent to the appointment of a receiver, trustee or liquidator of
Assignee, or of all or any substantial part of its properties.
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3. MISCELLANEOUS. This Assignment constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter
hereof and supersedes all prior or contemporaneous agreements or
understandings, and may be amended only in a writing signed by both
parties. This Assignment shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. In case any
provision in this Assignment shall be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision hereof.
This Assignment shall be governed and construed in accordance with the laws
of the Commonwealth of Pennsylvania, without regard to principles of
conflict of laws.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Assignment in the City of Philadelphia, Commonwealth of Pennsylvania, as of the
date first set forth above.
ASSIGNOR: ASSIGNEE:
OCEAN CASTLE PARTNERS LLC GLOBAL TECHNOLOGIES, LTD.
By: /s/ Xxxxx X. Xxxxx By: /s/ X. Xxxxx Silver
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Name: Xxxxx X. Xxxxx Name: X. Xxxxx Silver
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Title: Manager Title: General Counsel
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