Exhibit 10.43
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Assignment") is entered into as of the 15th
day of December, 1999 by and between Xxxx Xxxx Financial Corporation, a Nevada
corporation ("WCFC"), and Never Ending Wealth, L.P., a Nevada limited
partnership ("NEW") (collectively, the "Parties").
Recitals
A. WCFC entered into an Open-Ended Product Agreement dated March 20, 1998
(the "Product Agreement") with Xxxx X. Xxxx, a married individual ("Xxxx"),
pursuant to which Xxxx granted WCFC an exclusive license to certain intellectual
property in exchange for royalties. Xxxx assigned his rights to such royalties
to NEW.
B. WCFC currently owes NEW royalties under the Product Agreement.
C. Certain of WCFC's subsidiaries have assigned to WCFC all of their right,
title and interest as holders of eight separate Promissory Notes, which are
described in Exhibit A attached hereto and incorporated herein by reference (the
"Notes").
D. WCFC desires to assign all of its right, title and interest in the
Notes, and NEW desires to accept same, as payment toward royalties due under the
Product Agreement, on the terms set forth below.
Agreements
In consideration of the foregoing recitals, the mutual covenants set forth
below, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1. Assignment and Acceptance. WCFC hereby assigns, sets over, transfers,
conveys, and sells to NEW all of WCFC's right, title, and interest in and to the
Notes as payment toward royalties due under the Product Agreement. NEW hereby
accepts such assignment. For purposes of calculating the amount paid toward
royalties due under the Product Agreement, the Parties agree that the aggregate
value of the Notes is $786,337.67 payment toward royalties of $786,337.67
pursuant to this Assignment.
1.1 Delivery of Notes. WCFC agrees to deliver to NEW each of the
original Notes properly endorsed as necessary to effectively transfer ownership
of the Notes to NEW as contemplated hereby as soon as reasonably practicable to
do so.
2. Representations and Warranties. WCFC represents and warrants that WCFC
has good and marketable title to the interests conveyed hereby; that WCFC has
full and lawful authority to assign such interests; and that WCFC will defend
the assignment under this Assignment against all persons claiming the same or
any part thereof, and indemnify and hold
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harmless NEW from and against any and all loss, expense or liability (including
attorneys' fees and costs of court) arising from any such claim. In the event of
such a claim, upon WCFC's written request, NEW shall make available to WCFC such
original documents, or copies thereof, as are necessary to defend such a claim,
and shall cooperate with WCFC as reasonably necessary, at no expense to NEW, to
defend such a claim.
3. Indemnification. WCFC hereby agrees to indemnify NEW from any and all
claims, actions, causes of action, damages, costs, expenses, liabilities and
other obligations (including without limitation all attorneys' fees and costs of
court) incurred or sustained by NEW as a result of any default by WCFC under the
terms of this Assignment.
4. Binding Effect. This Assignment shall inure to and be binding upon the
Parties and their respective successors and assigns.
5. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of Washington.
6. Facsimile Transmission. Facsimile transmission of any signed original
document, and retransmission of any signed facsimile transmission, shall be the
same as transmission of an original. At the request of any party hereto, the
Parties will confirm signatures transmitted by facsimile by signing an original
document.
7. Counterparts. This Assignment may be executed in counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same instrument.
EXECUTED as of the date first written above.
XXXX XXXX FINANCIAL CORPORATION
a Nevada corporation
By: /s/ [illegible]
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Its: CFO
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NEVER ENDING WEALTH, L.P., a Nevada limited
partnership
By: /s/ Xxxx X. Xxxx
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Its: General Partner
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