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EXHIBIT 3
ASSIGNMENT AND ASSUMPTION OF ASSET PURCHASE AGREEMENT
This Assignment and Assumption of Asset Purchase Agreement (the
"ASSIGNMENT") is made and entered into as of April 1, 1998, by and between RM
Sports Club, Inc., a California corporation ("ASSIGNOR"), and The Sports Club
Company, Inc., a Delaware corporation ("ASSIGNEE"), with regard to the following
facts and circumstances:
A. Assignor is the "Purchaser" under that certain Asset Purchase
Agreement dated as of April 1, 1998 (the "PURCHASE AGREEMENT") between Assignor
and Hilton Hotels Corporation, a Delaware corporation ("SELLER"), whereby
Assignor agreed to purchase from Seller and Seller agreed to sell to Assignor
the assets described in the Agreement and used or held for use by Seller in the
operation of The Vertical Club located at ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇.
B. Pursuant to Paragraph 7.10 (Successors and Assigns) of the Purchase
Agreement, Assignor has the right to assign its rights in the Purchase Agreement
to Assignee, without the consent of Seller.
C. The consummation of the acquisition contemplated by the Purchase
Agreement will not cause Assignee to become bankrupt or to be subject to any
creditor's rights action.
D. Assignor and Assignee now desire to provide for the assignment of all
of Assignor's right, title and interest in and to the Purchase Agreement to
Assignee, and the assumption by Assignee of all of the obligations of Assignor,
as Purchaser, under the Agreement, upon the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. As of the date of the Agreement, Assignor hereby sells, grants,
assigns, conveys and transfers to Assignee all of Assignor's right, title and
interest, as Purchaser, in and to the Agreement, and Assignee hereby accepts
such assignment from Assignor and assumes the performance of all of the terms,
covenants and obligations imposed on Assignor, as Purchaser, under the
Agreement.
2. Assignee shall reimburse Assignor for any cash deposit (together with
the interest earned thereon) made by Assignor under the Purchase Agreement and
held by the escrow holder named therein.
3. Assignor and Assignee hereby acknowledge and agree that, as of the
date of
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the Purchase Agreement, Assignor shall be released from all obligations and
liabilities under the Purchase Agreement, except as expressly provided therein,
and Assignee shall be obligated to Seller under all of the terms of the Purchase
Agreement.
4. Assignee hereby agrees to indemnify, defend and hold Assignor harmless
from and against any and all losses, liabilities, damages, claims, costs and
expenses (including actual attorneys' fees and costs, and court costs) arising
out of or in connection with the Agreement (except to the extent that Assignor
has an interest in Assignee, if any, and then as limited by such interest).
5. Assignor and Assignee each hereby agree to execute such other
documents and perform such other actions as may be reasonably necessary or
desirable to effectuate the intent of this Assignment.
6. This Assignment shall be binding upon and shall inure to the benefit
of the heirs, executors, administrators, successors and assigns of the parties
hereto.
7. This Assignment shall be governed by and construed in accordance with
the laws of the State of California.
8. If any term or provision of this Assignment is illegal or invalid for
any reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this Assignment.
9. This Assignment may be executed in multiple counterparts, each of
which shall be deemed an original and all of which shall constitute one and the
same Assignment.
IN WITNESS WHEREOF, Assignor and Assignee executed this Assignment as of
the date first set forth above.
"ASSIGNOR:" RM SPORTS CLUB, INC.,
a California corporation
By: /s/ D. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Its: Chief Executive Officer
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"ASSIGNEE:" THE SPORTS CLUB COMPANY, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Its: President
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