EXHIBIT 10.11
FOAMEX-JPS AUTOMOTIVE L.P.
ASSIGNMENT AND ASSUMPTION OF TAX SHARING AGREEMENT
This Assignment is made as of December 11, 1996, from FOAMEX-JPS
AUTOMOTIVE L.P., a Delaware limited partnership ("Assignor") to XXXXXXX & XXXXXX
PRODUCTS CO., a Delaware corporation ("Assignee").
WHEREAS, JPSGP Inc., Assignor and Assignee have entered into that
certain Equity Purchase Agreement dated as of August 28, 1996 (the "Equity
Purchase Agreement"). All capitalized terms used but not defined herein shall
have the meaning ascribed to them in the Equity Purchase Agreement;
WHEREAS, Section 6.8(b) of the Equity Purchase Agreement requires
Assignor to deliver this Assignment in connection with the closing of the
transactions contemplated thereby.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged:
Assignor hereby assigns and transfers to Assignee all of its rights and
title to, interest in and obligations under (other than any right to receive
payment which is reflected as a liability in the Closing Date Balance Sheet in
accordance with the Equity Purchase Agreement and the right to indemnification
for periods prior to the Closing Date) the Tax Sharing Agreement, dated June 27,
1994, by and among JPS Automotive L.P., a Delaware limited partnership, Assignor
and JPSGP Inc., as amended (the "Tax Sharing Agreement").
Assignee hereby assumes and agrees to honor, perform and fulfill any
and all obligations of Assignor under the Tax Sharing Agreement.
Assignor and Assignee hereby undertake to execute, acknowledge and
deliver, such instruments and other documents, and to perform or cause to be
performed such acts, as may reasonably be required to evidence or effectuate the
transactions contemplated hereunder.
This Assignment shall be construed in accordance with and governed by
the internal law of the State of New York without regard to the choice of law
principles thereof.
All of the terms and provisions of this Assignment shall be binding
upon Assignor and its successors and assigns: provided, however, that nothing
in this Assignment, expressed or implied, is intended or shall be construed to
confer upon or give to any person, firm, partnership, corporation or other
entity other than Assignee and its successors and assigns, any rights or
remedies under or by reason of this Assignment.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed in their names by their respective officers thereunto duly authorized
on the date first above written.
FOAMEX-JPS AUTOMOTIVE L.P.
By: FJGP INC.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx, Xx.
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President & Secretary
XXXXXXX & XXXXXX PRODUCTS CO.
By: /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President &
Chief Financial Officer
The undersigned hereby consent to this Assignment and release and
discharge Assignor from all further obligations under the Tax Sharing Agreement.
JPS AUTOMOTIVE L.P.
By: JPSGP INC.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx, Xx.
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President & Secretary
JPSGP INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President & Secretary
