EXHIBIT 10.2
ASSIGNMENT OF CON TRACTS
This Assignment of Contracts ("Assignment") is made as
of September 8, 1998 ("Effective Date"), between Plastics, Inc.,
a Delaware corporation ("Assignor") and Prestige Plastics, Inc. a
Minnesota corporation ("Assignee"), pursuant to that certain
Asset Purchase and Sale Agreement dated as of July 31, 1998,
among the Assignor, Home Products International Inc. ("HPI") and
Xxxxxx Co. ("Agreement"). Subsequent to the execution of the
Agreement HPI assigned all of its right, title and interest in
the Agreement to Assignee. Capitalized terms not defined herein
shall have the meanings assigned thereto in the Agreement.
RECITALS
A. Pursuant to the Agreement and certain other agreements being
executed and delivered to Assignee simultaneously herewith,
Assignor is selling, transferring, conveying, assigning and
delivering the Assets subject to certain Liabilities.
B. Assignor is the owner of all right, title and interest in
and to the contracts making up part of the Assets and described
in Section 1.1(f) of the Agreement (the "Contracts").
C. Assignor now desired to transfer to Assignee all its rights,
title and interest in the Contracts.
CLAUSES
1. Consideration. For good and valuable consideration,
receipt and sufficiency of which Assignor specifically
acknowledges, Assignor assigns, transfers and sells the Contracts
to Assignee.
2. Warrant. Except as otherwise disclosed in the
Agreement or any exhibit or schedule attached thereto, Assignor
warrants that it has not previously assigned the Contracts, that
the Contracts are not subject to any valid Lien or encumbrance of
any Person, and that to Assignor's Knowledge, there is no fact
which impairs the rights assigned.
3. No Retained Rights. Assignor's assignment of the
Contracts to Assignee under this Assignment constitutes a
complete, absolute and exclusive transfer of all rights (legal,
equitable, use and otherwise) in the Contracts, whether currently
existing or arising or recognized in the future. Assignor does
not reserve or retain any rights.
4. Further Instruments. Assignor may execute, acknowledge
and deliver to Assignee, such further instruments and documents
which relate to the Contracts as set forth in this Assignment as
Assignee may reasonably request from time to time or otherwise to
give notice or evidence of Assignee's exclusive rights to the
Contracts and all claims or rights thereunder. Assignor
acknowledges and agrees that the Contracts constitute the sole
and exclusive property of Assignee.
5. Successors and Assigns. The provisions of this
Assignment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns;
Provided that no party may assign, delegate or otherwise transfer
any of its rights or obligations under this Assignment without
the consent of the other party.
6. Governing Law. This Assignment shall be construed in
accordance with and governed by the laws of the State of
Illinois, without reference to rules regarding conflicts of law.
IN WITNESS WHEREOF, the parties hereto have caused this
Assighment to be executed as of the date first written above.
PLASTICS, INC.
By: /s/ Xxxx. X. Xxxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxxx
Title: Vice President
ACCEPTED:
PRESTIGE PLASTICS, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
