Exhibit 2.7
ASSIGNMENT OF FRANCHISE AGREEMENTS
ASSIGNMENT made as of this 30th day of September, 1999 between Nutri/System
L.P., a Delaware limited partnership (hereinafter referred to as "Assignor"),
and xxxxxxxxxxx.xxx inc., a Delaware corporation and successor by merger to
Ansama Corp., a Nevada corporation (hereinafter referred to as "Assignee").
WHEREAS, Assignor is the Franchisor pursuant to Exclusive Franchise
Agreements with its franchisees, a representative copy of which is attached
hereto as Exhibit A and a list of all existing franchise agreements is attached
hereto and incorporated herein as Exhibit B (the "Franchise Agreements"); and
WHEREAS, pursuant to an Asset Purchase Agreement between Assignor and
Assignee dated as of August 16, 1999 ("Purchase Agreement"), Assignor is
required to assign its interest in the aforesaid Franchise Agreements to
Assignee and Assignee is required to assume the obligations thereunder.
NOW, THEREFORE, in consideration of the Purchase Agreement and of the
mutual covenants therein and herein set forth, it is hereby agreed as follows:
1. Assignor does hereby sell, assign, and transfer to Assignee any and all
of Assignor's right, title and interest in and to the aforesaid Franchise
Agreements and any and all rights, duties and obligations thereunder.
2. Assignee hereby accepts the foregoing assignment and promises and agrees
to assume and faithfully perform all covenants, stipulations, agreements and
obligations under the Franchise Agreements accruing on or after the Closing
Date, or otherwise attributable to the period commencing on the Closing Date and
continuing thereafter.
3. Assignee shall indemnify and save Assignor harmless from any and all
claims, demands, actions, causes of action, suits, proceedings, damages,
liabilities and costs and expenses of every nature, whatsoever and relating to
the Franchise Agreements accruing on or after the Closing Date.
4. This Assignment shall be binding upon the successors and assigns of the
parties. The parties shall execute and deliver such future additional agreements
and documents as may be necessary to carry out the provisions of this
Assignment.
5. Anything to the contrary contained herein notwithstanding, if the
Purchase Agreement shall fail of performance or become null and void, this
Assignment shall become null and void and of no effect whatsoever.
6. All capitalized terms used herein but not otherwise defined herein shall
have the same meaning as in the Purchase Agreement.
IN WITNESS WHEREOF, the parties have hereunto set their hands effective as
of the day and year first above written.
ASSIGNEE: XXXXXXXXXXX.XXX INC. (successor
by merger to Ansama Corp.)
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President
ASSIGNOR: NUTRI/SYSTEM L.P.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Xxxxx X. Xxxxxxx
President
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