Exhibit 10.17
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT made this 29th day of August, 1997, by and
between Preferred Investment Services, Inc., with its principal place of
business at Xxx Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
("Assignor") and BNC National Bank, a National Banking Association, with its
principal place of business at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxx Xxxxxx
00000 ("Assignee").
WITNESSETH:
I
Assignor, for and in consideration of the payment to Assignor by Assignee
of the sum of One Dollar ($1.00) in cash, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
does hereby sell, assign, transfer and convey unto Assignee and Assignee's
successors and assigns, all of Assignor's right, title and interest in and to
the following (collectively, the "Contracts");
(a) All rights, privileges, and interests in the Management Agreement
dated between Preferred Investment Services, Inc. and Preferred
Pension Investors I-87, an Illinois Partnership, including but not
limited to Assignor's right to the third quarter 1997 management
fees.
(b) All books and records, historical billing information,
correspondence files, customer files or any other business records
relating to or used in connection with the servicing of the contract
mentioned in subparagraph (a) above.
II
Assignor represents, covenants and warrants that:
B. True, correct and complete copies of the Contract and all amendments,
modifications, supplements and exhibits thereto have heretofore been
provided to Assignee.
B. Assignor has not previously sold, assigned, transferred or conveyed all or
any part of its right, title and interest in and to the Contract and the
right, title and interest of Assignor in and to the Contract is free and
clear of all security interests, pledges, chattel mortgages, liens, taxes,
charges, encumbrances, counterclaims, rights of set-off and adverse claims
whatsoever.
C. Assignor has full and complete right, power and authority to sell,
transfer, assign and convey all of its right, title and interest in and to
the Contract, and Assignor has obtained all consents
necessary or appropriate in order to validly and effectively sell, assign,
transfer and convey to Assignee all right, title and interest of Assignor
in and to the Contract.
D. The Contract has been terminated or is in default as a result of any acts
or omissions of Assignor and the Contract is valid and enforceable by
Assignee in accordance with its terms and the Contract is free from
set-off, counterclaim and defense of any nature.
E. Assignor has not breached and is not in default under the Contract and the
execution and performance of this Assignment Agreement will not constitute
or result in a breach of or a default under the Contract.
F. Assignor warrants and will defend the right, title and interest of
Assignor and Assignee in and to the Contract against the claims of all
persons whosoever.
G. Assignor agrees that a copy of this Assignment Agreement can be relied
upon as if it were an original.
III
Assignee, for and in consideration of the above assignment and the above
representations, covenants and warranties of Assignor, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby assume the future obligations of Assignor under the
Contract and agrees to observe and perform all of the terms, covenants,
conditions and provisions of the Contract therein provided to be observed and
performed by Assignor from and after the date hereof, except liabilities or
obligations accrued prior to the date hereof.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
Agreement as of the day and year first above written.
"ASSIGNOR" "ASSIGNEE"
PREFERRED INVESTMENT BNC NATIONAL BANK
SERVICES, INC.
By:\s\ Xxxxxxx Xxxxx By: \s\ Xxxxx X. Xxxxx
XXXXXXX XXXXX XXXXX X. XXXXX
Its President Its CEO
