GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT AGREEMENT made as of the 12 day of November, 0000
XXXXXXX:
XXXXXXXXX XXXXXX ULC, a corporation organized and existing
under the laws of Nova Scotia and extraprovincially
registered in British Columbia
(the "Vendor")
AND:
WESTBEACH SPORTS INC., a company organized and existing
under the laws of British Columbia
(the "Purchaser")
WHEREAS:
A. Pursuant to an agreement dated November 12, 1999 (the "Asset Purchase
Agreement") between the Vendor and the Purchaser, the Vendor agreed to
absolutely sell, assign, transfer and set over to the Purchaser and the
Purchaser agreed to accept such sale, assignment and transfer from the Vendor,
as a going concern, the undertaking and all of the right, title and interest of
the Vendor in and to the property and assets located at the Premises owned by
the Vendor or to which the Vendor is entitled and belonging to and used in the
Purchased Business of every kind and description except as may be provided for
in the Asset Purchase Agreement.
B. Unless otherwise defined herein, each capitalized term shall have the
meaning ascribed thereto in the Asset Purchase Agreement.
NOW THEREFORE THIS ASSIGNMENT WITNESSES that in consideration of the promises,
the mutual covenants contained in this Agreement, and other good and valuable
consideration (the receipt and sufficiency of which is acknowledged by the
parties):
1. The Vendor absolutely assigns, transfers, and sets over unto the
Purchaser all of their right, title and interest in and to:
(a) the full benefit of all transferable contracts, agreements,
indentures, commitments or other instruments (collectively, the
"Instruments") to which the Vendor is entitled in connection with
the Purchased Business, whether written or oral and of any nature
or kind whatsoever;
(b) all licences, sublicences, customer lists and business know-how
pertaining to the Purchased Business and owned by the Vendor and
used
in connection with the Purchased Business;
(c) all refundable sales taxes, excise taxes, municipal taxes and
other like taxes and interest thereon refundable to the Vendor in
respect of the Purchased Business in respect of the period
commencing at the Closing Time;
(subsections (a) to (c) above hereinafter referred to as the "Benefits")
(d) any and all benefits and advantages due or accruing due or at any
time after the date of this Agreement to become due under the
Benefits or any extensions or renewals of the Benefits; and
(e) the benefit of all covenants, representations and warranties with
respect to the Benefits;
with full power and authority to demand, collect, xxx for, recover, receive and
give receipts for payments and to enforce payments or the performance of
covenants in the name of the Purchaser.
2. The Vendor agrees that the Purchaser is to have and to hold any
Benefits assigned to it and all of the monies, benefits, and advantages to be
derived from the Benefits and the right to enforce payment or the performance of
covenants under the Benefits for its sole use and benefit forever.
3. This Agreement is delivered pursuant to the Asset Purchase Agreement
and is delivered and accepted on the basis that this Agreement implements the
transactions contemplated by the Asset Purchase Agreement and does not in any
way create or impose any new rights or obligations on, and does not in any way
lessen or abrogate any existing rights or obligations of or in favour of any
party, all of which rights or obligations shall survive the execution and
delivery of this Agreement.
4. The Vendor will, from time to time at the request of the Purchaser,
execute such assignments, documents, conveyance, assurances and authorizations
as the Purchaser shall reasonably require to give effect to the true intent and
meaning of this Agreement and to assign any or all of the Benefits to the
Purchaser.
5. The Purchaser covenants with the Vendor that, in connection with any
of the Instruments, the Purchaser will from the date of this Agreement observe
and perform the covenants, provisos and conditions contained in the Instruments.
6. Nothing contained in this Agreement shall be construed so as to
release the Vendor from any of its covenants, agreements or obligations to be
observed and performed under the Asset Purchase Agreement.
7. This Agreement may be signed in as many counterparts as may be
necessary, each of which so signed shall be deemed to be an original, and such
counterparts together shall
constitute one and the same instrument and notwithstanding the date of
execution shall be deemed to bear the date set forth above.
8. This Agreement shall enure to the benefit of the Purchaser and its
successors and assigns, and shall be binding upon the Vendor and its successors
and assigns.
IN WITNESS WHERE OF the parties have executed this Agreement as of the
day and year first above written.
WESTBEACH CANADA ULC
Per: /s/Xxxxx Xxxxxx
------------------------
Authorized Signatory
WESTBEACH SPORTS INC.
Per: /s/Xxxx Xxxxxx
------------------------
Authorized Signatory
