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Exhibit 10.17
XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
This XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Agreement") is made and entered into as of February 5, 1997, by and between
ANCHOR GLASS CONTAINER CORPORATION, a Delaware corporation ("Assignor") and
ANCHOR GLASS ACQUISITION CORPORATION, a Delaware corporation ("Assignee").
WITNESSETH:
WHEREAS, Assignor has entered into an Asset Purchase Agreement
with Consumers Packaging Inc. ("Consumers") and Xxxxx-Xxxxxxxx Glass Container
Inc. ("OI"), dated as of December 18, 1996 (the "Asset Purchase Agreement") with
respect to the sale by Assignor to Consumers and OI of substantially all of the
assets of Assignor on the terms and conditions specified in the Asset Purchase
Agreement (Capitalized terms used herein but not otherwise defined herein shall
have the meanings given them in the Asset Purchase Agreement);
WHEREAS, as contemplated by the Asset Purchase Agreement,
pursuant to an Assignment and Assumption Agreement dated February 5, 1997,
Consumers has assigned all of its rights under the Asset Purchase Agreement to
Assignee and has caused Assignee to assume all of the liabilities and
obligations of Consumers under the Asset Purchase Agreement; and
WHEREAS, Assignor desires to sell, assign and transfer to
Assignee, and Assignee desires to purchase from Assignor, all of Assignor's
right, title and interest in and to the Purchased Assets (other than the OI
Assets) and Assignee agrees to assume the Assumed Liabilities (other than the OI
Assumed Liabilities);
NOW, THEREFORE, for and in consideration of the sale of the
Purchased Assets (other than the OI Assets) by Assignor to Assignee, the
assumption of the Assumed Liabilities (other than the OI Assumed Liabilities) by
Assignee and the receipt by Assignor of the Estimated Purchase Price and other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignment. Assignor hereby grants, bargains, sells,
assigns, transfers, conveys, sets over and delivers to Assignee, all of its
right, title and interest in the Purchased Assets (other than the OI Assets)
pursuant to, and upon the terms set forth in, the Asset Purchase Agreement.
TO HAVE AND TO HOLD all such Purchased Assets (other than the
OI Assets) hereby sold and transferred to Assignee forever.
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IN WITNESS WHEREOF, each party has caused this Agreement to be
executed by its duly authorized representative as of the date first written
above.
ANCHOR GLASS CONTAINER CORPORATION
By: /s/ Xxxx X. Xxxxx, III
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Name: Xxxx X. Xxxxx, III
Title: Vice President
ANCHOR GLASS ACQUISITION CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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Name:
Title:
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