EXHIBIT 10.17
ASSIGNMENT
ASSIGNMENT dated May 4, 1998 between Kingston Technology Company, a
Delaware partnership ("Kingston"), and Xxxx-Xxxxx Inc., a Delaware corporation
("Xxxx-Xxxxx").
WHEREAS, Kingston owns certain fixed assets listed in Annex A hereto
(the "Assets") which it wishes to transfer and assign to Xxxx-Xxxxx in exchange
for Xxxx-Xxxxx common stock plus cash;
WHEREAS, Xxxx-Xxxxx wishes to acquire the Assets in exchange for its
common stock plus cash; and
WHEREAS, the parties intend that the transaction contemplated hereby
shall qualify as a tax-free exchange pursuant to Section 351(a) of the Internal
Revenue Code of 1986, as amended;
NOW, THEREFORE, the parties hereby agree as follows.
1. Transfer of Assets
------------------
Kingston does hereby assign, transfer, convey and deliver to Xxxx-
Xxxxx, its successors and assigns, all of Kingston's right, title and interest
in the Assets, free and clear of all liens, encumbrances, equities or claims.
2. Consideration
-------------
The consideration for the Assets is _______ shares (the "Shares") of
Xxxx-Xxxxx common stock, .01 par value per share, plus $100,000 in cash, which
will be delivered on the date hereof to Kingston.
3. Representations and Warranties of Kingston
------------------------------------------
Kingston hereby represents and warrants to Xxxx-Xxxxx as follows:
(a) Organization. Kingston is duly organized and validly existing
------------
under the laws of the State of Delaware, and has all requisite power and
authority to own and operate the Assets.
(b) Authority. This Assignment has been duly authorized, executed
---------
and delivered by Kingston and constitutes a valid and binding instrument
enforceable against Kingston in accordance with its terms.
(c) No Governmental Consents. No notice to, filing with, or
------------------------
authorization, consent or approval of any governmental authority, domestic
or foreign, is required for the consummation by Kingston of the
transactions contemplated by this Assignment.
(d) Title to Assets. Kingston has good and valid title to (or valid
---------------
leasehold or contractual interests in) all property comprising the Assets,
free and clear of all liens, encumbrances, equities or claims. The
execution of this instrument and any other documents of transfer to be
executed and delivered by Kingston to Xxxx-Xxxxx are sufficient to convey
to Xxxx-Xxxxx good and valid title to the Assets, free and clear of all
liens, encumbrances, equities or claims.
4. Representations and Warranties of Xxxx-Xxxxx
--------------------------------------------
Xxxx-Xxxxx hereby represents and warrants to Kingston as follows:
(a) Organization. Xxxx-Xxxxx is duly organized, validly existing and
------------
in good standing under the laws of the State of Delaware.
(b) Authority. This Assignment has been duly authorized, executed
---------
and delivered by Xxxx-Xxxxx and constitutes a valid and binding instrument
enforceable against Xxxx-Xxxxx in accordance with its terms.
(c) No Governmental Consents. No notice to, filing with, or
------------------------
authorization, consent or approval of any governmental authority, domestic
or foreign, is required for the consummation by Xxxx-Xxxxx of the
transactions contemplated by this Assignment.
(d) Validity of Shares. The Shares have been duly authorized and,
------------------
when delivered to Kingston pursuant to this Assignment, will be duly and
validly issued, fully paid and non-assessable.
-2-
5. Taxes
-----
Xxxx-Xxxxx shall indemnify and hold Kingston harmless from any and all
taxes (including sales taxes) resulting from the transaction contemplated by
this Agreement, except capital gains taxes, if any, applicable to the cash
portion of the consideration specified in Section 2 above.
6. Further Assurances
------------------
Kingston agrees, at any time and from time to time after the date
hereof, upon the request of Xxxx-Xxxxx, to do, execute, acknowledge and deliver,
or to cause to be done, executed, acknowledged and delivered, all such further
acts, deeds, assignments, transfers, conveyances, powers of attorney and
assurances as may be reasonably required for the better assigning, transferring,
conveying and confirming to Xxxx-Xxxxx, or to its successors and assigns, its
title to any or all of the Assets.
7. Successors and Assigns
----------------------
This Assignment shall bind and inure to the benefit of each of
Kingston and Xxxx-Xxxxx and their respective successors and assigns.
8. Applicable Law
--------------
This Assignment shall be governed by, and construed in accordance
with, the laws of the State of New York.
9. Amendments
----------
No amendment or modification of this Assignment shall be effective
unless it is set forth in writing and signed by both parties.
10. Counterparts
------------
This Assignment may be executed in one or more counterparts, each of
which shall be deemed an original, but
-3-
all of which together shall constitute one and the same instrument.
KINGSTON TECHNOLOGY COMPANY
By: KINGSTON TECHNOLOGY LLC
a General Partner
By:_________________________
Xxxx Xx, President
XXXX-XXXXX INC.
(FEIN: 00-0000000)
By:_________________________
Xxxx Xxxxxxx, Chairman
-4-
