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Exhibit 2.2
TRADEMARK PURCHASE AGREEMENT
This Trademark Purchase Agreement (the "AGREEMENT") is made as of the
24th day of April, 1998 (the "EFFECTIVE DATE"), by and between Equity Marketing,
Inc., a Delaware corporation ("PURCHASER"), and Corinthian Marketing P.L.C., a
United Kingdom company ("SELLER").
1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following
meanings:
"ASSETS" shall mean the Marks and the Licenses.
"CONTRACT" shall mean any written or oral note, bond, debenture,
mortgage, license, agreement, commitment, document, instrument or contract.
"LICENSES" shall mean the licenses of the Marks identified in Exhibit
"A" to this Agreement.
"MARKS" shall mean the trademarks "Headliners," "Pocket Replay" and
"Powerpops."
"PERSON" shall mean an individual or a group, syndicate, cooperative,
joint venture, unincorporated organization, partnership, corporation, trust,
association, limited liability company, governmental authority or other entity.
"TRANSFER" shall mean sell, assign, transfer, pledge, grant a security
interest in, license, sublicense or otherwise dispose of, with or without
consideration.
2. PURCHASE AND SALE OF ASSETS. Seller hereby sells, transfers, assigns and
conveys to Purchaser all of its right, title and interest in and to the Assets,
and Purchaser hereby purchases the Assets.
3. PURCHASE PRICE. The purchase price for the Assets is U.S. $2,730,000.00,
receipt of which is hereby acknowledged by Seller.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to
the Purchaser as follows:
(a) ORGANIZATION OF SELLER. Seller is duly organized, validly existing
in good standing under the laws of England and Wales.
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(b) AUTHORITY; ENFORCEABILITY.
(i) This Agreement has been duly executed and delivered by Seller
and constitutes a valid and legally binding obligation of Seller enforceable
against Seller in accordance with its terms, subject to the effect of
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws relating to or affecting creditors' rights generally, or the
availability of equitable remedies.
(ii) The execution and delivery by Seller of this Agreement do
not, and compliance by Seller with the provisions thereof will not: (A) conflict
with or result in a breach under any of the terms, conditions or provisions of
any Contract to which Seller is a party or to which any of the Assets are
subject; or (B) violate any law applicable to Seller; or (C) result in the
creation or imposition of any Lien on any of the Assets.
(c) TITLE TO ASSETS. Seller is the sole and exclusive owner (legal and
beneficial) of the Marks in each Jurisdiction (as defined below), and to the
goodwill attached to the Marks in each Jurisdiction, in the class or classes
identified in Exhibit "A" to this Agreement with respect to such Jurisdiction.
Exhibit "A" sets forth a list of all countries, states or other jurisdictions in
which the Xxxx and the Other Marks is registered or in which registration
applications are pending (the "JURISDICTIONS"), the date(s) of registration (or
application), the class(es) of registration and the name of the Person in which
the Marks is registered.
5. FURTHER ASSURANCES. Seller agrees to execute and deliver such further
documents and instruments as may be reasonably requested by Purchaser to carry
out the intent and purposes hereof. Seller will notify in writing promptly after
the date hereof any person or entity who or which has possession of any of the
Assets that Purchaser owns the Assets.
6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to conflict
of laws principles.
7. SUBMISSION TO JURISDICTION AND WAIVER OF IMMUNITY AND INCONVENIENT FORUM.
Each of Purchaser and Seller agrees that any and all disputes arising in
connection with this Agreement and the transactions contemplated hereby may be
brought in any state or federal court of record located in the County of Los
Angeles, State of California. Each of Purchaser and Seller irrevocably submits
to the jurisdiction of the state and federal courts located in the County of Los
Angeles, State of California in any legal action or proceeding relating to this
Agreement and the transactions contemplated hereby. Each of Purchaser and Seller
irrevocably waives all immunity from jurisdiction, attachment and execution,
whether on the basis of sovereignty or otherwise, to which it might otherwise be
entitled in any legal action or proceeding in any state or federal court located
in the County of Los Angeles, State of California. Each of Purchaser and Seller
irrevocably waives, to the fullest extent permitted by Law, any objection which
it may now or hereafter have to any suit, action or proceeding relating to this
Agreement and the transactions contemplated hereby being brought in the
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federal or state courts located in the County of Los Angeles, State of
California, and hereby further irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum.
8. HEADINGS. Section headings used in this Agreement are for convenience only
and shall not affect the meaning or construction of this Agreement.
9. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
10. SUCCESSORS AND ASSIGNS. All rights, covenants and agreements of the parties
contained in this Agreement shall, except as otherwise provided herein, be
binding upon and inure to the benefit of their respective successors and
assigns.
11. ENTIRE AGREEMENT. This Agreement and the exhibits referred to therein,
contain the entire understanding of the parties and there are no further or
other agreements or understandings, written or oral, in effect between the
parties relating to the subject matter hereof unless expressly referred to
herein.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
EQUITY MARKETING, INC.,
A DELAWARE CORPORATION
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx,
Co-Chief Executive Officer
CORINTHIAN MARKETING P.L.C.,
INCORPORATED UNDER THE LAWS OF ENGLAND AND
WALES
By: /s/ XXXX XXXXX
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Xxxx Xxxxx,
Chief Executive Officer
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EXHIBIT A
THE MARKS
COUNTRY XXXX APP. NO. APP. REG. NO. REG. CLASS
------- ---- -------- ---- -------- ----- -----
DATE DATE
---- ----
Argentina HEADLINERS 2032483 5/8/96 28
Argentina POWERPOPS 2068759 2/11/97 28
Brazil HEADLINERS 819370215 8/22/96 28
Brazil POCKET REPLAY 819370177 8/22/96 28
Brazil POWERPOPS 820144231 7/28/97 28
Canada HEADLINERS 811,761 5/3/96
Canada POCKET REPLAY 811,762 5/3/96
Canada POWERPOPS 836,064 2/10/97
Colombia HEADLINERS 96/043,618 8/16/96 28
Colombia POCKET REPLAY 96/043,617 8/16/96 196,291 4/18/97 28
Colombia POWERPOPS 97/034100 6/19/97 28
EU HEADLINERS 466,805 2/18/97 16, 28,
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Mexico HEADLINERS 261,901 5/8/96 28
Mexico POCKET REPLAY 261,902 5/8/96 28
Mexico POWERPOPS 289,269 3/10/97 28
Peru HEADLINERS 9681 5/3/96 039,360 10/22/97 00
Xxxx POCKET REPLAY 9682 9/25/96 029,551 9/25/96 28
USA HEADLINERS 75/090,443 4/16/96 2,109,882 10/28/97 28
USA HEADLINERS IN 75/411,405 12/29/97 28
THE CREASE
USA YOU'LL KNOW 75/184,603 10/21/96 28
THEM WHEN
YOU SEE THEM
USA POWERPOPS 75/233,174 1/29/97 28
USA HEADLINERS XL 75/439,652 2/20/98 28
Venezuela HEADLINERS 6613-96 5/14/96 28
Venezuela POCKET REPLAY 6612-96 5/14/96 28
