EXHIBIT 10.6
TRADEMARK ASSIGNMENT
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This Assignment is made on this 30th day of September, 1998 by Xxxxx-
Xxxxxxx Fiberglas Technology, Inc., an Illinois corporation, having its
principal place of business at 0000 Xxxx 00xx Xxxxxx, Xxxxxx, Xxxxxxxx 00000
("OC Tech") and Xxxxx Corning, a Delaware corporation, having its principal
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place of business at Xxx Xxxxx Xxxxxxx Xxxxxxx, Xxxxxx, Xxxx 00000 ("Xxxxx
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Corning" and together, with OC Tech, the "Transferors") in favor of Advanced
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Glassfiber Yarns, LLC, a Delaware limited liability company ("Assignee").
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WHEREAS, pursuant to an LLC Interest Sale and Purchase Agreement, dated as
of July 31, 1998 (the "SPA"), among Xxxxx Corning, Assignee, and AGY Holdings,
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Inc. (as assignee of Glass Holdings Corp. under an assignment and assumption
agreement dated as of September 30th, 1998), AGY Holdings, Inc. agreed to
purchase from Seller a 51% membership interest ("Interest") in the Company;
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WHEREAS, Transferors own all right, title and interest in and to the marks
listed on the attached Schedule A (collectively "the Marks") related to the
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Business of the Company (as that term is defined in the SPA), the pending
applications for federal and foreign registration and federal and foreign
registrations therefor and the goodwill developed through the use of the Marks
and the parties have agreed that the foregoing shall be transferred by the
Transferors to the Company;
WHEREAS, pursuant to an Asset Contribution Agreement dated as of July 1,
1998, and an Amended and Restated Asset Contribution Agreement dated as of July
31, 1998 (the "ACA"),
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Xxxxx Corning has agreed to, and to cause its affiliates to, sell, assign,
transfer, convey and deliver to the Company the Assets described therein and
principally relating to the Business; and
WHEREAS, pursuant to an Intellectual Property Sale Agreement dated as of
July 1, 1998, (the "IPSA"), OC Tech sold, conveyed and transferred to Xxxxx
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Corning, its assigns and successors, all of OC Tech's rights, title and interest
in patents, trademarks and know-how relating to the Business; and
WHEREAS, Xxxxx Corning desires to transfer the Marks, any pending
applications for federal and foreign registration and federal and foreign
registrations therefor and the goodwill developed through the use of the Marks,
including any and all such rights that it acquired pursuant to the IPSA, and to
direct OC Tech to transfer to the Company any and all such rights that Xxxxx
Corning acquired pursuant to the IPSA; and
WHEREAS, the Company is desirous of acquiring all of the rights, title, and
interest in and to the Marks, any pending applications for federal and foreign
registration and federal and foreign registrations therefor and the goodwill
developed through the use of the Marks and is entitled to assignment and
transfer of the foregoing; and
WHEREAS, Assignee is also acquiring the entire portion of Xxxxx Corning's
business to which the Marks relate pursuant to the ACA.
NOW, THEREFORE, for the sum of U.S. $1,000.00 (one thousand dollars) and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Transferors hereby sell, assign, transfer and set over to
Assignee, the entire right, title, and interest in and to the Marks, any pending
applications for federal and foreign registration and federal and foreign
registrations therefor and the goodwill of the business symbolized by the
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Marks. All rights and privileges, including the right to xxx for and receive all
damages from past infringements of the Marks, will be held and enjoyed by
Assignee, its successors, assigns and other legal representatives.
Signed this 30th day of September, 1998.
XXXXX-XXXXXXX FIBERGLAS TECHNOLOGY INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Representative
XXXXX CORNING
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
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