ASSIGNMENT OF RIGHTS AND ASSUMPTION OF LIABILITIES AGREEMENT
Exhibit 10.2
ASSIGNMENT OF RIGHTS AND ASSUMPTION OF LIABILITIES AGREEMENT
THIS Assignment of Rights and Assumption of Liabilities Agreement (this "Agreement") dated as of August 29, 2022, by and between Gold River Productions, Inc. ("Company"), and Xxxxxxx Xxxxxxxx (the "Executive").
RECITALS
WHEREAS, Company is the owner or potential obligor of the assets and liabilities listed on Exhibit A (the "Assets & Liabilities");
WHEREAS, pursuant to the terms and conditions of this Agreement, Company desires to assign, and the Executive desires to assume, all of Company's rights, title, obligations, and interest in and to all of the Assets & Liabilities, as further described herein.
NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
1. Agreement to Assign and Assume. Subject to the terms and conditions of this Agreement and the STOCK PURCHASE AGREEMENT made as of August 28, 2022 by and among, Xxxx Xxxxxx (“Purchaser”), Gold River Productions, Inc., a Colorado corporation (the “Company”), and Xxxxxxx Xxxxxxxx, simultaneous with the execution and delivery of this Agreement, Company shall sell, assign, transfer, convey, and deliver to the Executive , and the Executive shall accept the Assets & Liabilities and any and all rights or obligations in the Assets & Liabilities to which Company is entitled or obligated, and by doing so Company shall be deemed to have assigned all of its rights, titles, obligations, and interest in and to the Assets & Liabilities to the Executive.
2. Consideration. In consideration for the assignment of the Assets, the Executive shall assume the Liabilities of Company, as of the date of the Closing (as defined below).
3. Closing; Deliveries.
(a) The assignment of the Assets & Liabilities shall be held on or before August __, 2022 (the "Closing").
(b) At the Closing, Company shall deliver to the Executive any documentary evidence of the full and unrestricted title to the Assets & Liabilities, and such other documents as may be required under applicable law or reasonably requested by the Executive. At Closing the Executive shall deliver to Company the full documentary evidence of the assumption of the Liabilities.
4. Representations and Warranties of Company. As an inducement to the Executive to enter into this Agreement and to consummate the transactions contemplated herein, Company represents and warrants to the Executive as follows:
4.1 Authority. Company has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform his obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligations of Company, enforceable against Company in accordance with the terms hereof.
4.2 Ownership. Company is the sole record and beneficial owner or obligor of the Assets & Liabilities, has good and marketable title to the Assets & Liabilities, free and clear of all Encumbrances (hereafter defined), other than applicable restrictions under applicable securities laws, and has full legal right and power to sell, transfer and deliver the Assets & Liabilities to the Executive in accordance with this Agreement. "Encumbrances" means any liens, pledges, hypothecations, charges, adverse claims, options, preferential arrangements or restrictions of any kind, including, without limitation, any restriction of the use, voting, transfer, receipt of income or other exercise of any attributes of ownership. Upon the execution and delivery of this Agreement, the Executive will receive good and marketable title to the Assets & Liabilities, free and clear of all Encumbrances, other than restrictions imposed pursuant to any applicable securities laws and regulations. There are no stockholders' agreements, voting trust, proxies, options, rights of first refusal or any other agreements or understandings with respect to the Assets & Liabilities.
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4.3 No Conflict. None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which Company is a party or by which he is bound, or to which the Assets & Liabilities are subject; or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to Company or the Assets & Liabilities.
4.4 No Consent. No consent, approval, authorization or order of, or any filing or declaration with any governmental authority or any other person is required for the consummation by Company of any of the transactions on its part contemplated under this Agreement.
5. Representations and Warranties of the Executive. As an inducement to Company to enter into this Agreement and to consummate the transactions contemplated herein, the Executive represents and warrants to Company as follows:
5.1 Authority. the Executive has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform his obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligations of the Executive, enforceable against the Executive in accordance with the terms hereof.
5.2 No Consent. No consent, approval, authorization or order of, or any filing or declaration with any governmental authority or any other person is required for the consummation by the Executive of any of the transactions on its part contemplated under this Agreement.
5.3 No Conflict. None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which the Executive is a party or by which he is bound; or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to the Executive.
6. Indemnification; Survival.
6.1 Indemnification. Each party hereto shall jointly and severally indemnify and hold harmless the other party and such other party's agents, beneficiaries, affiliates, representatives and their respective successors and assigns (collectively, the "Indemnified Persons") from and against any and all damages, losses, liabilities, taxes and costs and expenses (including, without limitation, attorneys' fees and costs) (collectively, "Losses") resulting directly or indirectly from (a) any inaccuracy, misrepresentation, breach of warranty or nonfulfillment of any of the representations and warranties of such party in this Agreement, or any actions, omissions or statements of fact inconsistent with in any material respect any such representation or warranty, (b) any failure by such party to perform or comply with any agreement, covenant or obligation in this Agreement.
6.2 Survival. All representations, warranties, covenants and agreements of the parties contained herein or in any other certificate or document delivered pursuant hereto shall survive the date hereof until the expiration of the applicable statute of limitations.
7. Miscellaneous.
7.1 Further Assurances. From time to time, whether at or following the Closing, each party shall make reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable, including as required by applicable laws, to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement.
7.2 Notices. All notices or other communications required or permitted hereunder shall be in writing shall be deemed duly given (a) if by personal delivery, when so delivered, (b) if mailed, three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below, or (c) if sent through an overnight delivery service in circumstances to which such service guarantees next day delivery, the day following being so sent to the addresses of the parties as indicated on the signature page hereto. Any party may change the address to which notices and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.
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7.3 Choice of Law; Jurisdiction. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of law. Each of the parties agree to submit to the jurisdiction of the federal or state courts located in Clark County, Nevada in any actions or proceedings arising out of or relating to this Agreement. Each of the parties, by execution and delivery of this Agreement, expressly and irrevocably (i) consents and submits to the personal jurisdiction of any of such courts in any such action or proceeding; (ii) consents to the service of any complaint, summons, notice or other process relating to any such action or proceeding by delivery thereof to such party as set forth in Section 7.2 above and (iii) waives any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue or forum non conveniens or any similar basis. EACH OF THE UNDERSIGNED HEREBY WAIVES FOR ITSELF AND ITS PERMITTED SUCCESSORS AND ASSIGNS THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THIS AGREEMENT.
7.4 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties in respect of the transactions contemplated hereby and supersedes all prior and contemporaneous agreements, arrangements and understandings of the parties relating to the subject matter hereof. No representation, promise, inducement, waiver of rights, agreement or statement of intention has been made by any of the parties which is not expressly embodied in this Agreement.
7.5 Assignment. Each party's rights and obligations under this Agreement shall not be assigned or delegated, by operation of law or otherwise, without the other party's prior written consent, and any such assignment or attempted assignment shall be void, of no force or effect, and shall constitute a material default by such party.
7.6 Amendments. This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties hereto.
7.7 Waivers. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any party of any condition, or the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other term, covenant, representation or warranty of this Agreement.
7.8 Counterparts. This Agreement may be executed simultaneously in two or more counterparts and by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
7.9 Severability. If any term, provisions, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
7.10 Interpretation. The parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore shall not be construed against a party or parties on the ground that such party or parties drafted or was more responsible for the drafting of any such provision(s). The parties further agree that they have each carefully read the terms and conditions of this Agreement, that they know and understand the contents and effect of this Agreement and that the legal effect of this Agreement has been fully explained to its satisfaction by counsel of its own choosing.
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IN WITNESS WHEREOF, the parties have duly executed this Assignment of Rights and Assumption of Liabilities Agreement as of the date first above written.
| COMPANY: GOLD RIVER PRODUCTIONS, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Its: Chairman of the Board | ||
| Xxxxxxx Xxxxxxxx | ||
| /s/ Xxxxxxx Xxxxxxxx | ||
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Exhibit A
Assets & Liabilities
Liabilities
Accounts Payable- $80,792
Accrued Expenses- $4,109
Income taxes- $400
Assets
[LIST ALL OF THE ASSETS THAT WILL BE SPUN-OFF]
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