ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated June
30, 2005, is made and entered into by and among Ronco Inventions, LLC, a
California limited liability company ("Ronco"), Popeil Inventions, Inc., a
Nevada corporation ("Popeil Inc."), RP Productions, Inc., a Nevada corporation
("RP"), and Xxxxxx X. Xxxxxx ("X. Xxxxxx") and Xxxxx Marketing Corporation, a
Delaware corporation, (the "Purchaser"). In this Agreement, Ronco, Popeil Inc.,
RP, X. Xxxxxx are referred to collectively as the "Sellers." Capitalized terms
used and not otherwise defined herein shall have the meanings ascribed to such
terms in the Asset Purchase Agreement (as amended, the "Purchase Agreement"),
dated as of December 10, 2004, by and among the Sellers, the Shareholder and the
Purchaser.
W I T N E S S E T H:
WHEREAS, in accordance with the terms of the Purchase Agreement, the
Sellers desire to assign all of its right, title and interest in and to all
intangible assets included among the Included Assets to the Purchaser (the
"Assignment Assets"), and the Purchaser desires to assume the Assumed
Liabilities;
NOW THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions set forth
herein and in the Purchase Agreement, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
Section 1. Assignment. The Sellers hereby assign to the Purchaser all of
its right, title and interest in and to the Assignment Assets.
Section 2. Assumption. The Purchaser hereby assumes and agrees to pay,
perform and discharge when due the Assumed Liabilities.
Section 3. Binding Effect. This Agreement will be binding upon and will
inure to the benefit of the parties hereto and their successors and assigns.
Section 4. Enforcement of Certain Rights. Nothing expressed or implied in
this Agreement is intended, or will be construed, to confer upon or give any
Person other than the parties to this Agreement, and their successors or
permitted assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement, or result in such Person being deemed a third party
beneficiary of this Agreement.
Section 5. Captions. The Section headings contained in this Agreement are
inserted in this Agreement only as a matter of convenience and for reference and
in no way define, limit, extend or describe the scope of this Agreement or the
intent of any provision of this Agreement.
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Section 6. Controlling Law. This Agreement will be governed by and
construed and enforced in accordance with the internal laws of the State of
California without reference to its choice of law rules.
Section 7. Further Assurances. The Sellers and the Purchaser agree, each
at its own expense, to perform all such further acts and execute and deliver all
such further agreements, instruments and other documents as the other party
shall reasonably request to evidence more effectively the assignments and
assumptions made by the Sellers and the Purchaser under this Agreement.
Section 8. Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement or the terms hereof to produce or
account for more than one (1) of such counterparts.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
SELLERS:
RONCO INVENTIONS, LLC
By: /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Secretary
POPEIL INVENTIONS, INC.
By: /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Secretary
RP PRODUCTIONS, INC.
By: /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Secretary
/s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx
PURCHASER:
RONCO MARKETING CORPORATION
By: /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: President
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