ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of October 30, 1997, between
BROWNSTONE HOLDINGS, INC., a Delaware corporation ("Buyer"), ▇▇▇▇ ▇▇▇▇▇▇▇'▇
BROWNSTONE STUDIO, INC., a New York corporation ("Brownstone") and ▇▇▇▇▇▇, INC.,
a corporation ("▇▇▇▇▇▇") (Brownstone and ▇▇▇▇▇▇ are collectively referred to
herein as "Sellers").
Buyer and Sellers are parties to an Asset Purchase Agreement dated as of
September 24, 1997 (the "Purchase Agreement"). It is a condition precedent to
Buyer's and Sellers' obligations under the Purchase Agreement that Buyer and
Sellers execute and deliver this Assignment and Assumption Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Buyer and Sellers hereby agree as
follows:
1. Capitalized terms used herein but not defined herein shall have the
meanings assigned such terms in the Purchase Agreement.
2. Buyer, as assignee of ▇▇▇ ▇▇▇▇▇▇, Ltd., hereby assumes all
indebtedness and obligations owed by Sellers to Congress Financial
Corporation ("Congress"), including any amounts advanced pursuant to a
certain participation agreement dated September 17, 1997, by and among
Congress, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the "Assumed
Liabilities").
3. Other than the Assumed Liabilities, Buyer will not assume any of
Sellers' other liabilities, provided however, Buyer does agree to assume
all liabilities of Sellers which result from commitments made subsequent to
the implementation of the Management Agreement dated September 17, 1997 by
and among ▇▇▇ ▇▇▇▇▇▇, Ltd., and Sellers.
4. From time to time after the date hereof, each of Buyer and Sellers
will execute and deliver to the other such instruments as may be reasonably
requested by Buyer or its counsel or Sellers or their counsel, as the case
may be, in order to carry out the purpose and intent of this Assignment and
Assumption Agreement and the Purchase Agreement.
5. Notwithstanding any other provision of this Assignment and
Assumption Agreement to the contrary, nothing contained in this Assignment
and Assumption Agreement shall in any way supersede, modify, replace,
amend, change, rescind, waive, exceed, expand, enlarge or in any way affect
the provisions, including the warranties, covenants, agreements,
conditions,
representations or, in general any of the rights and remedies, and any of
the obligations and indemnifications of Buyer or Seller set forth in the
Purchase Agreement nor shall this Assignment and Assumption Agreement
expand or enlarge any remedies under the Purchase Agreement including
without limitation any limits on indemnification specified therein. This
Assignment and Assumption Agreement is intended only to effect the transfer
of certain liabilities assumed pursuant to the Purchase Agreement and shall
be governed entirely in accordance with the terms and conditions of the
Purchase Agreement.
6. This Assignment and Assumption Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York.
IN WITNESS WHEREOF, Buyer and Seller have caused this Assignment and
Assumption Agreement to be executed and delivered on the date and year first
written above.
BROWNSTONE HOLDINGS, INC.
By: /S/
-----------------------------------
Name:
Its:
▇▇▇▇ ▇▇▇▇▇▇▇'▇ BROWNSTONE STUDIO, INC.
By: /S/
-----------------------------------
Name:
Its:
▇▇▇▇▇▇, INC.
By: /S/
-----------------------------------
Name:
Its:
2
