EXHIBIT 10.1
FORM
OF
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is entered into as of
____________, 2003, by and between (i) Three-Five Systems, Inc., a Delaware
corporation ("TFS"), and (ii) Brillian Corporation, a Delaware corporation
("Brillian").
RECITALS
WHEREAS, TFS and Brillian are parties to that certain Master
Separation and Distribution Agreement, dated as of __________, 2003 (the
"Separation Agreement"); and
WHEREAS, in order to consummate the transactions contemplated
by the Separation Agreement, TFS and Brillian desire to enter into this
Assignment and Assumption Agreement (the "Agreement").
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the
consideration hereinafter set forth, TFS and Brillian hereby agree as follows:
1. DEFINED TERMS. All terms set forth herein and not otherwise
defined shall have the meanings set forth in the Separation Agreement.
2. ASSIGNMENT AND ASSUMPTION. TFS hereby assigns to Brillian
all of TFS' right, title, and interest in the Contracts listed in Section 1.1 of
the Purchase Agreement as of the Separation Date; and Brillian hereby assumes
and agrees to satisfy and discharge, as the same become due, (i) all of the
obligations under such Contracts arising after the Separation Date, and (ii) the
other Assumed Liabilities specifically set forth in the Separation Agreement.
TFS also hereby warrants and agrees to forever defend the assignment of the
Contracts unto Brillian against the claims and demands of all parties.
3. GOVERNING LAW. This Agreement shall be governed by, and
shall be construed and interpreted in accordance with, the laws of the state of
Delaware.
4. FURTHER ASSURANCES. Each party agrees to execute such
further and other assurances and to do such other acts, instruments, papers, and
documents as each party may reasonably require to implement the intentions of
this Agreement.
5. REPRESENTATIONS AND WARRANTIES. Notwithstanding the
foregoing, no provision of this Agreement shall in any way modify, replace,
amend, change, rescind, waive, or in any way effect the express provisions
(including the warranties, covenants, agreements, conditions, representations,
or any of the obligations and indemnifications, and the limitations relating
thereto, of TFS or Brillian) set forth in the Separation Agreement, this
Agreement being intended solely to effect the transfer of certain obligations
and liabilities pursuant to the Separation Agreement in accordance with the
Separation Agreement.
6. BENEFITS; BINDING EFFECT. This Agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties have executed and delivered
this Assignment and Assumption Agreement on the date first written above.
THREE-FIVE SYSTEMS, INC.
By:
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Name:
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Title:
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BRILLIAN CORPORATION
By:
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Name:
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Title:
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