Exhibit 7.6
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment Agreement (this "Agreement") is made and entered into
as of November 1, 2001 (the "Effective Date"), by and among Xxxxxxxxxxx.xxx,
Incorporated, a Nevada corporation ("Assignor"), X-Xxxx.xxx, Inc., D/B/A
HomeMark, a Texas ("Assignee"), and EntrePort Corporation, a Florida corporation
("EntrePort").
W I T N E S S E T H:
WHEREAS, Assignor and Assignee are parties to that certain Business
Separation and Settlement Agreement dated as of the date hereof (the "Settlement
Agreement"), pursuant to which Assignor has agreed to assign that certain Loan
Agreement and the Security Agreement and Financing Agreement, each dated as of
July 16, 2001, between EntrePort and Homeseekers (collectively, the "EntrePort
Loan Agreements"), all promissory notes issued by EntrePort under the EntrePort
Loan Agreements (the "EntrePort Notes," and together with the EntrePort Loan
Agreements, the "EntrePort Agreements") and all financing statements filed with
any jurisdiction which perfect or evidence Homeseekers' security interest under
the EntrePort Agreements (collectively, the "UCC-1s"). Capitalized terms used
and not otherwise defined herein shall have the respective meanings set forth in
the Settlement Agreement.
WHEREAS, EntrePort is a party to the EntrePort Agreements and has
consented to the assignment of the EntrePort Agreements and UCC-1s to Assignee
as provided hereunder.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged and agreed, the parties hereto hereby,
agree as follows:
AGREEMENT
1. Assignor hereby grants, bargains, sells, transfers, assigns and
delivers unto Assignee, its successors and assigns, all of Assignor's right,
title and interest in, to and under the EntrePort Agreements, copies of which
are attached hereto as Exhibit A, and the UCC-1s. In addition, Assignor does
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hereby assign unto Assignee all rents, issues and profits arising from the
EntrePort Agreements, and all guarantees thereof. Assignee hereby accepts the
assignment of the Entre Port Agreements.
2. To the extent permitted to law or by the express terms of such
warranties and guarantees, Assignee shall have the right in its own name to
enforce, make a claim under, or file a suit on any warranty or guaranty assigned
hereby. Assignor hereby represents and warrants that it has delivered to
Assignee all written warranty or guaranty agreements assigned hereby.
3. EntrePort hereby consents and agrees to the assignment of the
EntrePort Agreements and the UCC-1s by Assignor to Assignee as provided
hereunder and, from and after the Effective Date, EntrePort will render
performance under the EntrePort Agreements to Assignee and will look only to
Assignee with respect to any of Assignor's rights and obligations under the
EntrePort
Agreements.
4. The parties hereto agree to execute such further documents and
agreements as may be necessary or appropriate to effectuate the purposes of this
Agreement.
5. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original.
6. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors, assigns and legal
representatives.
7. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Texas without regard for conflict of law principles.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ASSIGNOR:
XXXXXXXXXXX.XXX, INCORPORATED
By:______________________________________
Name:____________________________________
Title:___________________________________
ASSIGNEE:
X-XXXX.XXX, INC.
D/B/A HOMEMARK
By:______________________________________
Name:____________________________________
Title:___________________________________
ENTREPORT:
ENTREPORT CORPORATION
By:______________________________________
Name:____________________________________
Title:___________________________________
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