EXHIBIT 10.29
ASSIGNMENT
This Assignment is executed this 28th day of January, 1999, by and
among INFINITE GRAPHICS INCORPORATED, a Minnesota corporation, (the "Assignee"),
and PHOTRONICS COLORADO, INC., a Colorado corporation (the "Assignor").
WITNESSETH:
WHEREAS, Assignor and Assignee have executed that certain Asset
Purchase Agreement for the acquisition of certain assets of Assignor by Assignee
(the "Asset Purchase Agreement"); and
WHEREAS, Assignor has entered into a lease for the premises at 000 X.
Xxxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx (the "Agreement"); and
WHEREAS, Assignor has agreed to assign the Agreement to Assignee; and
WHEREAS, Assignee has agreed to assume the Agreement on the terms
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
conditions and agreement herein contained, Assignor and Assignee hereto do
hereby agree as follows:
1) Assignment
Assignor does hereby assign, set over and transfer, all of its right,
title and interest in the Agreement unto Assignee, its successors and
assigns.
2) Assumption of Liabilities
Assignee hereby agrees to assume and to pay, perform and discharge
those liabilities, obligations and warranties of Assignor under the
Agreement to the extent those liabilities, obligations or warranties
arise after the date hereof. Notwithstanding anything to the contrary,
Assignee is not assuming any of Assignor's, obligations or liabilities
which arose before the date hereof and Assignor shall discharge such
obligations and liabilities and indemnify and hold Assignee harmless
therefrom, in accordance with the Asset Purchase Agreement.
3) Further Assurances
Each party to this Assignment hereby agrees to do, make, procure,
execute, and deliver such other acts, things, documents, and
assurances as may be reasonably necessary to consummate the
transactions contemplated by this Assignment.
4) Successors and Assignors
This Assignment shall be binding upon and enforceable against Assignor
and its successors and assigns and shall inure to the benefit of and
be enforceable by Assignee and its successors and assigns.
5) Governing Law
This Assignment is made in and shall be governed by the laws of the
State of Colorado in all respects, including matters of construction,
validity, enforcement and performance.
6) Amendments/Waivers
This Assignment may not be amended nor may any of its terms be waived
except by written instrument signed by Assignee and Assignor.
7) Conflicts
In the event any provisions contained in this Assignment shall
conflict with any provisions contained in the Asset Purchase
Agreement, the provisions contained in the Asset Purchase Agreement
shall govern.
8) Survival Upon Enforceability
In the event any one or more of the provisions contained in this
Assignment shall for any reason be held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not effect any other provision hereof.
9) Subject To Asset Purchase
This Assignment is executed in connection with, and all terms hereof
are expressly subject to the terms of, the Asset Purchase Agreement.
This Assignment shall only be effective if the transaction
contemplated by the Asset Purchase Agreement is consummated.
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IN WITNESS WHEREOF, this Assignment is executed as of the date first
above written.
PHOTRONICS COLORADO, INC.
By: /S/ Xxxxxxx X. Xxxxxx
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Title: Executive Vice President
INFINITE GRAPHICS INCORPORATED
By: /S/ Xxxxxx X. Xxxxxx
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Title: Secretary
