ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.8
This
Assignment and Assumption Agreement (the “Agreement”) is made and entered into
as of February 11, 2010, between X.X.X. Taste on Demand Inc., a Nevada
corporation (the “Parent”), and X.X.X. (2010) Inc., a Nevada corporation wholly
owned by the Parent (the “Sub”).
WHEREAS,
Parent is the sole owner of the Sub;
WHEREAS,
Parent is the owner of certain assets and liabilities, including without
limitation, a patent filed with the Israeli Patent Office on October 23,
2007 and a distribution agreement;
WHEREAS, as a
condition to the Agreement and Plan of Merger (“Merger Agreement”) made February
8, 2010 by and among the Parent, China Environmental Protection Inc., Dragon
Path International Limited and Xxxxxx Xxxx, Parent is required to complete the
transfer of all its current business and assets into Sub and affect a
distribution of Sub as a stock dividend to the shareholders of
Parent;
WHEREAS,
Parent wishes to assign to Sub, and Sub wishes to assume from Parent, all of the
assets and liabilities of the Parent, for such consideration and on such terms
as set out below;
NOW
THEREFORE, in consideration of the above premises and the mutual
representations, warranties, covenants and agreements hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Assignment of
Assets. Parent hereby assigns to Sub all of its rights, title
and interest in, to and under all of its assets, including without limitation,
the following assets (collectively, the “Assigned Assets”):
(a) All
contract rights under all agreements in which the Parent is a party
(collectively, the “Assigned Contacts”).
(b) All
intellectual property rights of Parent (collectively, the “Intellectual
Property”); provided that, concurrently with or subsequent to the execution of
this Agreement, Parent will be executing and filing with the Israel Patent
Office assignments of patents and trademarks for such items of Intellectual
Property which have been registered as such with the Israel Patent
Office.
(c) All
licenses, franchises, grants, easements, exceptions, certificates, consents,
permits, approvals, orders and other authorizations of any governmental body
held by the Parent (collectively, the “Licenses”).
(d) All
leasehold rights under those certain personal property leases held by the Parent
(collectively, the “Assigned Personal Property Leases”).
(e) All
of the tangible assets of the Parent (the “Tangible Assets”).
2. Assumption of Assets and
Liabilities. Sub hereby expressly assumes and agrees to
perform all duties and obligations of Parent arising under all of Parent’s
liabilities (the “Liabilities”) related to the Assigned Assets from and after
the date hereof.
3. Representations of the
Parent.
Parent hereby
represent and warrant to Sub the following:
(a) Parent is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada, with full power and authority to own, lease, use
and operate its properties and to carry on its business as and where now owned,
leased, used, operated and conducted.
(b) Parent
has the absolute and unrestricted right, power, legal capacity and authority to
enter into and perform its obligations under this Agreement, to carry out its
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement, when executed and delivered by Sub, will be a valid and binding
obligation of Parent, enforceable against it in accordance with its
terms.
(c) Neither the
execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will conflict with, or (with or without notice
or lapse of time, or both) result in a termination, breach or violation of (i)
any instrument, contract or agreement to which Parent is a party or by it is
bound, or (ii) any law, ordinance, judgment, decree, order, statute, or
regulation, or that of any other governmental body or authority, applicable to
Parent or its assets or properties.
(d) The Assigned
Assets constitute all of the assets of Parent. Parent is the sole
owner of the Assigned Assets and has good and marketable title to the Assigned
Assets, free and clear of any liens, pledges, hypothecations, charges, adverse
claims, options, preferential arrangements or restrictions of any kind,
including, without limitation, any restriction of the use, voting, transfer,
receipt of income or other exercise of any attributes of ownership. Upon the
consummation of the transactions contemplated hereby, the Parent will have no
assets.
(e) The
Liabilities constitute the only liabilities of Parent relating to the Assigned
Assets. Upon the consummation of the transactions contemplated
hereby, the Parent will have no liabilities with respect to the Assigned
Assets.
4. Representations of the
Sub.
The Sub
hereby represents and warrants to the Parent the following:
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(a) Sub
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada, with full power and authority to own, lease, use
and operate its properties and to carry on its business as and where now owned,
leased, used, operated and conducted.
(b) The
Sub has the absolute and unrestricted right, power, legal capacity and authority
to enter into and perform its obligations under this Agreement, to carry out its
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement, when executed and delivered by Parent, will be a valid and
binding obligation of Sub, enforceable against it in accordance with its
terms.
(c) Neither
the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will conflict with, or (with or without notice
or lapse of time, or both) result in a termination, breach or violation of (i)
any instrument, contract or agreement to which either Sub is a party or by which
it is bound, or (ii) any law, ordinance, judgment, decree, order, statute, or
regulation, or that of any other governmental body or authority, applicable to
Sub or its assets or properties.
4.
Power of
Attorney. Parent hereby constitutes and appoints Sub its true,
lawful and irrevocable attorney to demand, receive and enforce the performance
of the terms of the Assigned Contracts, the Intellectual Property, the Licenses,
and the Assigned Personal Property Leases, or to otherwise deal in respect of
the Assigned Assets, and to give receipts, releases and satisfactions for the
same, and this may be done either in the name of Parent or in the name of Sub
with the same force and effect as Parent could do if this Agreement had not been
made.
5.
Payment of
Expenses. Sub shall be liable for any and all costs and
expenses arising out of or in connection with the transactions contemplated by
this Agreement. In the event that Parent receives any invoices for
costs and/or expenses associated herewith after the date hereof, Parent shall
forward such invoices to Sub for payment.
6.
Miscellaneous.
(a) This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Nevada.
(b) If
any covenant or agreement contained herein, or any part hereof, is held to be
invalid, illegal or unenforceable for any reason, such provision will be deemed
modified to the extent necessary to be valid, legal and enforceable and to give
effect of the intent of the parties hereto.
(c) This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof. This Agreement supersedes all prior
agreements between the parties with respect to the subject matter hereof or
thereof. There are no representations, warranties, covenants or
undertakings with respect to the subject matter hereof other than those
expressly set forth herein or in the other agreements referenced
herein.
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(d) This
Agreement may not be amended or modified except by the express written consent
of the parties hereto. Any waiver by the parties of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof or of any other provision.
(e) This
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective successors and permitted assignees and
heirs and legal representatives.
(f) The
parties hereto intend that this Agreement shall not benefit or create any right
or cause of action in or on behalf of any person other than the parties
hereto.
(g) The
parties agree that this Agreement shall be deemed to have been jointly and
equally drafted by them, and that the provisions of this Agreement therefore
shall not be construed against a party or parties on the ground that such party
or parties drafted or was more responsible for the drafting of any such
provision(s). The parties further agree that they have each carefully read the
terms and conditions of this Agreement, that they know and understand the
contents and effect of this Agreement and that the legal effect of this
Agreement has been fully explained to its satisfaction by counsel of its own
choosing.
(h) The
parties hereto agree to execute and deliver such further documents and
instruments and to do such other acts and things any of them, as the case may
be, may reasonably request in order to effectuate the transactions contemplated
by this Agreement.
(i)
This Agreement may be executed in counterparts and by facsimile, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.
[Remainder
of Page Intentionally Omitted; Signature Page to Follow]
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IN WITNESS
WHEREOF, each of the undersigned has caused this Agreement to be executed by its
duly authorized officer or representative as of the date first above
written.
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PARENT:
X.X.X.
TASTE ON DEMAND, INC.
By:
/s/ Xxxxx
Xxxxxx
Name: Xxxxx
Xxxxxx
Title: President
SUB:
X.X.X.
(2010) INC.
By:
/s/ Xxxxx
Xxxxxx
Name: Xxxxx
Xxxxxx
Title: President
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