Exhibit 10.66
ASSUMPTION OF ASSUMED AGREEMENTS
This ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into this
22nd day of October, 1999, by and between I.C. XXXXXX & COMPANY L.P., a Delaware
limited partnership ("Xxxxxx"), and AMBRA INC., a Delaware corporation
("Ambra").
W I T N E S S E T H:
WHEREAS, Xxxxxx has agreed to assign, transfer and deliver to Ambra,
and Ambra has agreed to acquire and accept from Xxxxxx certain assets of Xxxxxx
pursuant to an Agreement entered into on October 22, 1999, between Xxxxxx, I.C.
Xxxxxx & Company, Inc., Ambra and Hugo Boss AG (the "Agreement");
WHEREAS, Ambra has agreed to assume certain obligations related to
said acquired assets;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, it is agreed as follows:
1. Capitalized terms used herein and not defined herein shall have the
meanings given such terms in the Agreement.
2. Xxxxxx hereby assigns to Ambra all its rights under the agreements
identified on SCHEDULE 2.01(b) to the Agreement, constituting the Assumed
Agreements as defined in the Agreement.
3. Ambra hereby assumes all obligations of Xxxxxx arising from and
after the date hereof under the Assumed Agreements solely insofar as they arise
after the date hereof.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day, month and year first above written.
I.C. XXXXXX & COMPANY L.P.
By: I.C. Xxxxxx & Company, Inc., its
General Partner
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
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AMBRA INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxx
Title: CFO/VP
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