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EXHIBIT 10.9
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT(the "Agreement") is dated as
of January 26, 2000, by and between AHN/FIT INTERNET, LLC, a Delaware limited
liability company ("Internet LLC"), and H/W HEALTH & FITNESS, LLC, a Delaware
limited liability company ("H/W"), Internet LLC is hereinafter sometimes
referred to as "Assignor." H/W is hereinafter sometimes referred to as
"Assignee."
RECITALS:
A. Pursuant to that certain Master Strategic Alliance Agreement
dated as of December 6, 1999, by and among Healtheon/WebMD Corporation, The News
Corporation Limited and Fox Entertainment Group, Inc. (the "Alliance
Agreement"). Assignor has agreed to assign to Assignee all of Assignor's right,
title and interest under, in and to all of its assets (other than cash and the
assets associated with the Galaxy search engine), as more particularly described
in the Alliance Agreement (the "Assets"). Any capitalized terms not otherwise
defined in this Agreement shall have the meaning ascribed to such terms in the
Alliance Agreement.
B. Pursuant to the Alliance Agreement, the parties thereto have
agreed to cause Assignee to assume and to fully perform and satisfy and be
liable for all of the liabilities and obligations of Assignor (other than loans
from its members), as more particularly described in the Alliance Agreement (the
"Assumed Liabilities").
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:
1. ASSIGNMENT. Assignor hereby grants, sells, assigns, transfers,
conveys and delivers to Assignee, its successors and assigns, all of Assignor's
rights, title and interest under, in and to the Assets.
2. ASSUMPTION OF ASSUMED LIABILITIES. Assignee hereby expressly
assumes and agrees to pay, perform and/or discharge in accordance with their
terms the Assumed Liabilities.
3. FURTHER ASSURANCES. Each of Assignor and Assignee agree to
execute such other documents and take such other actions as may be reasonably
necessary or desirable to confirm or effectuate the assumption contemplated
hereby.
4. BINDING EFFECT. This Agreement and the covenants and
agreements herein contained shall be binding upon and inure to the benefit of
Assignee and its successors and assigns and shall inure to the benefit of
Assignor and its successors and assigns.
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5. NO MODIFICATION OF ALLIANCE AGREEMENT. This Agreement is
delivered pursuant to the Alliance Agreement and is subject in all respects to
the provisions thereof and is not meant to alter, enlarge or otherwise modify
the provisions of the Alliance Agreement.
6. MODIFICATION. This Agreement may be modified or supplemented
only by written agreement of the parties hereto.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first written above.
AHN/FIT INTERNET, LLC
By: FIT TV Holdings, LLC, its
Managing Member
/s/
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By:
Its:
H/W HEALTH & FITNESS, LLC
By: AHN/FIT Internet, LLC, its Sole Member
/s/
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By:
Its:
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