Exhibit 10.12
ASSIGNMENT OF INTERESTS
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THIS ASSIGNMENT (the "Assignment") is made this __ day of December, 2006 by
SBR HOLDING COMPANY, LLC, a Florida limited liability company (the "Assignor"),
and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (the "Assignee").
R E C I T A L S:
A. The Assignor is the holder of all of the membership interests (the
"Interests") in South Beach Resorts, LLC, a Florida limited liability company
(the "Company").
B. The Assignor and Assignee have entered into a Purchase Agreement of
even date (the "Purchase Agreement"), pursuant to which the Assignor has agreed
to assign to the Assignee, and the Assignee has agreed to acquire from the
Assignor, the Interests.
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Assignor hereby agrees as follows:
1. Assignment of the Interests. The Assignor hereby assigns, transfers,
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conveys and sets over unto the Assignee and the Assignee's successors and
assigns, all of the Assignor's right, title and interest in and to the
Interests.
2. Further Assurances. The Assignor agrees that it will, at the request of
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the Assignee, at any time and from time to time after the date hereof and
without further consideration, duly execute and deliver or will cause to be
done, executed, acknowledged and delivered, all such further acts, assignments,
transfers, conveyances, and powers of attorney, as may be reasonably requested
by Assignee, its successors and assigns, to be necessary or proper for the
better assigning, transferring, granting, conveying, assuring and confirming to
Assignee ownership of the Interests.
3. Governing Law. This Assignment shall be governed by and construed in
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accordance with the laws of the State of Florida.
4. Counterparts. This Assignment may be executed in one or more duplicate
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counterparts, each of which shall upon execution by all parties be deemed to be
an original.
5. Binding Effect. The provisions of this Assignment shall extend to, bind,
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and inure to the benefit of, Assignee and its legal representatives, successors,
and assigns.
[Signature Page Follows]
IN WITNESS WHEREOF, the Assignor has executed this Assignment as of the day
and year first above written.
ASSIGNOR:
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SBR HOLDING COMPANY, LLC
By: /s/ Xxxxxxxxx X. Xxxxxx
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Its: Member
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Name: Xxxxxxxxx X. Xxxxxx
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By: /s/ Xxxxxxx X. Xxxxxx
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Its: Member
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Name: Xxxxxxx X. Xxxxxx
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