ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT made as of the 30st day of July,
1996 by and between Global Gold Corporation, a Delaware corporation, having an
office at 000 Xxxx 00xx Xxxxxx, Xxxxx 0X, Xxx Xxxx, Xxx Xxxx 00000, ("Assignor")
and Global Gold Armenia Limited, a Caymans Island corporation, having an office
at X.X. Xxxxxx & Company, Xxxxxxxxxx Xxxxx, X.X. Xxx 000, Xxxxxxxxxx, Xxxxx
Xxxxxx, Xxxxxx Xxxxxxx ("Assignee").
WHEREAS, Assignor is a party to the Armenian Joint Venture Agreement by
and among Assignor, the Ministry of Industry of Armenia and Armgold, which was
executed and delivered on May 1, 1996 (the "Armenian Agreement"); and
WHEREAS, Assignor has agreed to assign and transfer to Assignee all of
Assignor's right, title and interest in and under the Armenian Agreement, and
Assignee has agreed to assume all of Assignor's obligations under the Armenian
Agreement;
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) dollars and
other good and valuable consideration paid by Assignee to Assignor, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Assignor hereby grants, bargains, sells, conveys, assigns, transfers
and sets over unto Assignee all of Assignor's right, title and interest in and
to the Armenian Agreement, TO HAVE AND TO HOLD the same unto the Assignee, its
successors and assigns, from the date hereof and for the balance of the term of
the Armenian Agreement.
2. Assignor represents and warrants that: (a) the Armenian Agreement is in
full force and effect; (b) Assignor is not in default under the Armenian
Agreement and no condition exists and no event has occurred which, or with the
giving of notice or passage of time, or both, would constitute a default under,
or termination of, the Armenian Agreement; (c) Assignor has received no notice
of any default under the Armenian Agreement; (d) Assignor has incurred no
liability of any kind thereunder except as contemplated under the Armenian
Agreement; and (e) the transfer made hereunder does not constitute a breach of
any provision of the Armenian Agreement and all requisite consents thereto have
been duly given.
3. Assignee hereby irrevocably assumes all of Assignor's obligations under
the Armenian Agreement.
4. This Agreement is made under and by virtue of duly adopted resolutions
of the respective Boards of Directors of Assignor and Assignee.
5. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
6. This Agreement and the rights of the parties hereunder shall be
governed by the laws of the State of New York.
IN WITNESS WHEREOF, the parties have signed and delivered this Agreement
on the date first written.
GLOBAL GOLD CORPORATION, ASSIGNOR
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Xxxxx X. Xxxxxxxxx, President
GLOBAL GOLD ARMENIA LTD., ASSIGNEE
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx, President
2
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 31st day of July, 1996 before me personally came Xxxxx X.
Xxxxxxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the President of Global Gold
Corporation, a Delaware corporation, and acknowledged to me that he executed
said instrument for the purposes and consideration therein expressed, and as the
act of said corporation.
/s/ Xxxxxxx X. Field
--------------------------------
Notary Public
XXXXXXX X. FIELD
Notary Public State of New York
No. 00-0000000
Qualified in New York Country
Commission Expires June 30, 0000
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 31st day of July, 1996 before me personally came Xxxxx X.
Xxxxxxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the President of Global Gold Armenia
Ltd., a Cayman Islands corporation, and acknowledged to me that he executed said
instrument for the purposes and consideration therein expressed, and as the act
of said corporation.
/s/ Xxxxxxx X. Field
--------------------------------
Notary Public
XXXXXXX X. FIELD
Notary Public State of New York
No. 00-0000000
Qualified in New York Country
Commission Expires June 30, 1998
