EXHIBIT 10.10(h)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into this
5th day of November, 1997, by and between Brookhurst, Inc., a California
corporation ("Brookhurst") and I.C. Xxxxxx & Company L.P., a Delaware limited
partnership ("Xxxxxx").
W I T N E S S E T H:
WHEREAS, Brookhurst has agreed to sell, transfer and assign to Xxxxxx, and
Xxxxxx has agreed to purchase and accept from Brookhurst certain assets of
Brookhurst pursuant to a Worldwide Rights Acquisition Agreement entered into on
November 5, 1997 between Brookhurst and Xxxxxx (the "Acquisition Agreement");
WHEREAS, Xxxxxx has agreed to assume certain obligations related to said
acquired assets;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, it is agreed as follows:
1. Capitalized terms used herein and not defined herein shall have the
meanings given such terms in the Acquisition Agreement.
2. Brookhurst hereby assigns to Xxxxxx all its rights under the agreements
identified on the schedule attached hereto constituting the Assumed Agreements,
and all files relating thereto, free and clear of all Encumbrances.
3. Xxxxxx hereby assumes all obligations of Seller arising from and after
the date hereof under the Assumed Agreements solely insofar as they arise after
Closing.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day, month and year first above written.
BROOKHURST, INC.
By: /s/ Xxxxxxx Xxx
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Name: Xxxxxxx Xxx
Title: President
I. C. XXXXXX & COMPANY L.P., a Delaware
limited partnership
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chairman and Co-Chief Executive Officer
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------------
Name: Xxxxxx X. Xxxx
Title: President and Co-Chief Executive Officer
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SCHEDULE
See Schedule 1.1(b) to the Acquisition Agreement
