EXHIBIT 10.30
ASSIGNMENT AND ASSUMPTION
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THIS ASSIGNMENT AND ASSUMPTION made as of this 1st day of
January, 1998, between National Tobacco Company, L.P., a Delaware limited
partnership ("Assignor"), and NORTH ATLANTIC TRADING COMPANY, INC., a Delaware
corporation ("Assignee").
W I T N E S S E T H:
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WHEREAS, Assignor desires to assign and transfer to Assignee
all of its rights, title and interests in the (i) Employment Agreement, dated
May 17, 1996, between Assignor and Xxxxxx X. Xxxxx, Xx. (the "Xxxxx Agreement")
and (ii) Employment Agreement, dated April 23, 1997, between Assignor and Xxxxx
X. Xxxxxxx ("Xxxxxxx Agreement," together with Xxxxx Agreement (each an
"Agreement", collectively the Agreements"); and
WHEREAS, subject to the Assignor remaining liable under each
of the Agreements, Sections 6 of each of the Agreements permits the assignment
of the Agreements to an affiliate of the Assignor; and
WHEREAS, Messrs. Xxxxx and Xxxxxxx have as part of this
Assignment and Assumption have consented to the assignment and assumption of
their respective Agreements and released the Assignor from any liability
thereunder; and
WHEREAS, Assignee desires to accept such assignment, and, in
consideration thereof, Assignee desires to assume all of the obligations of
Assignor of any nature whatsoever, relating to, or arising out of, the
Agreements (the "Obligations");
NOW, THEREFORE, in consideration of the foregoing premises and
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Assignor hereby assigns, transfers and conveys to
Assignee all of Assignor's right, title and interest in and to the Agreements.
2. Assignee accepts said assignment by Assignor of
all of Assignor's right, title and interest in the Agreements and Assignee
hereby assumes, and agrees to perform, all of the Obligations.
3. Assignor and Assignee hereby agree to take any and
all action as may be necessary and appropriate to more fully effectuate the
assignment of the Agreements and the assumption of the Obligations hereunder.
4. This Assignment and Assumption shall be binding
upon Assignor and Assignee and shall be governed by the laws of the State of New
York without regard to principles of conflict of law thereunder.
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IN WITNESS WHEREOF, the undersigned have executed this
Assignment and Assumption as of the date first stated above.
NATIONAL TOBACCO COMPANY, L.P.
By: National Tobacco Finance Corporation,
its general partner
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
President
NORTH ATLANTIC TRADING COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
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The undersigned Xxxxxx X. Xxxxx, Xx. hereby consents to the
above Assignment and Assumption of the Xxxxx Agreement and releases and
discharges Assignor from and against in respect of all claims, actions causes of
actions, covenants, controversies, agreements, promises and demands whatsoever
in law or in equity, which he has ever had, now has or hereafter can, shall or
may have against Assignor under the Xxxxx Agreement.
/s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
The undersigned Xxxxx X. Xxxxxxx hereby consents to the above
Assignment and Assumption of the Xxxxxxx Agreement and releases and discharges
Assignor from and against in respect of all claims, actions causes of actions,
covenants, controversies, agreements, promises and demands whatsoever in law or
in equity, which he has ever had, now has or hereafter can, shall or may have
against Assignor under the Xxxxxxx Agreement.
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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