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EXHIBIT 10.24
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is
made as of the day of May, 2000, by, between and among Golf Where, LLC
("Assignor"); Xxxxxx Xxxxx ("Xxxxx"); Xxxxx Xxxxx ("Xxxxx"); and Xxxxxxx Hills,
Ltd. Inc., a Utah corporation ("Assignee").
RECITALS:
A. Legendary Logos, Inc. ("Legendary Logos") has entered into various
licenses (the "License Agreements") with certain golf clubs and other entities,
a list of which is attached hereto as Exhibit A, for the right to use and market
the marks and logos of various golf clubs (the "Licensing Rights").
B. Prior hereto, Legendary Logos assigned all of its right title and
interest under the License Agreements and to the Licensing Rights to BCS
Marketing.
C. Thereafter but prior hereto, BCS Marketing assigned all of its right
title and interest under the License Agreements and to the Licensing Rights to
Assignor.
D. Assignor desires to assign the License Agreements and the Licensing
Rights to Assignee, and Assignee desires to assume, all of Assignor's right,
title and interest in and to the License Agreements and the Licensing Rights
pursuant to the terms and condition set forth herein.
X. Xxxxx and Xxxxx are principals of Assignor and join in this
Agreement to confirm the undertakings of the Assignor herein, and certain
collateral undertakings on their part.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Assignment. Assignor hereby assigns to Assignee the License
Agreements, together with all rights and privileges thereunder, including the
Licensing Rights.
2. Assumption. Subject to Paragraph 3 hereinbelow, Assignee accepts the
assignment and hereby agrees to comply with and be bound by all the terms and
conditions of the License Agreements and to assume and fulfill all of the
obligations of Assignor under the License Agreements arising after the date
hereof.
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3. Due Diligence. Within ten (10) business days from the date of this
Agreement, Assignor shall furnish to Assignee (a) true and correct copies of the
License Agreements and any and all related exhibits, addenda, amendments, and
modifications, (b) true and correct copies of the prior agreements and/or
assignments by which Legendary Logos assigned the License Agreements and
Licensing Rights to BSC, and BCS assigned the same to Assignor (c) detailed and
accurate statements of the revenues and expenses associated with the License
Agreements and Licensing Right, and (d) any other information and documentation
which may be material to the License Agreements or the Licensing Rights and
which may be in the possession of Assignor. Assignee shall have ten (10)
business days from its receipt thereof within which it may, if not satisfied
with the information and documentation provided, terminate this Agreement by
written notice to Assignor, and in such event none of the parties shall have any
further rights or obligations pursuant hereto. In the absence of such notice,
however, it shall be presumed that Assignee is satisfied with the information
and documentation provided, and the parties shall be and remain bound by this
Agreement.
4. Assignor's Indemnity. Assignor shall indemnify Assignee and hold
Assignee harmless from and against any and all claims, demands, actions,
liabilities, losses, or damages (including reasonable attorneys' fees and costs)
whatsoever arising out of or relating to the License Agreements and the
Licensing Rights prior to the date hereof.
5. Assignor's Representations and Warranties. Assignor represents and
warrants to Assignee as follows:
(a) The License Agreements are is in full force and effect and
have not been modified, amended or revoked.
(b) All amounts due from Assignor under the License Agreements
through the date of this Agreement have been paid or will have been
paid by Assignor within fifteen (15) days hereafter. Assignor is not
delinquent in any payment under the License Agreements.
(c) To Assignor's knowledge, there are no defaults by Assignor
under the License Agreements which with the passage of time or the
giving of notice would constitute a default under the License
Agreements.
6. Consideration. Assignee is the owner and holder of all of the issued
and outstanding shares of Focus Media Limited, a private limited company
organized and existing under the laws of the Republic of Ireland ("FML"),
subject only to commitments to transfer or issue shares representing in the
aggregate not more than 10% thereof to other parties. FML is the parent company
of Global Golf Limited, a private limited company organized and existing under
the laws of Northern Ireland ("GGL"), which owns and operates the xxxxxxxxxx.xxx
Internet web site. As consideration for the Assignor's execution of this
Agreement, Assignee agrees to transfer to Assignor or to cause FML to issue to
Assignor shares of FML's capital stock representing 1.5% of all of FML's capital
stock issued and outstanding.
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In the event that this Agreement shall be terminated by Assignor
pursuant to Paragraph 8 below, Assignor shall be obligated to return said
shares. For such purpose, and if necessary in order to effect a return of said
shares, Assignor hereby irrevocably appoints Assignee as its attorney in fact,
to re-transfer or cancel said shares (as appropriate) on the books and records
of FML, with full power of substitution in the premises.
7. Covenant as to Further Golf-Related Enterprises. As consideration
for Assignee's execution of this Agreement, Assignor, Xxxxx and Subry jointly
and severally covenant and warrant to Assignee that during the period of three
(3) years commencing on the date of this Agreement, they shall refer to Assignee
any and all proposed business ventures, enterprises and transactions in the golf
industry (whether involving the sale of products and services to golf courses or
country clubs, tee-time reservations, golf-related travel services, or
otherwise, and whether at wholesale, at retail or in e-commerce on the Internet;
but excluding any involvement related to real property assets of golf courses
and/or resort properties whether in construction, finance, consulting or equity
ownership) which may be presented to them or which may come to their attention,
and that they shall not be directly or indirectly involved in any such ventures,
enterprises or transactions except through or in conjunction with Assignee.
Without limiting the generality of the foregoing, it is agreed that any
golf-related airport stores shall be owned and operated exclusively by Assignee
and/or its affiliates; but Assignor, Xxxxx and Xxxxx reserve the right to own
and operate non-golf related airport stores.
8. Termination of Assignment. If, during the period commencing on
February 28, 2000 and ending on July 31, 2000, Assignee, FML and GGL shall not
have secured funds for their respective operations totaling, in the aggregate,
at least $2,500,000, then Assignor may at its option terminate this Agreement,
by giving written notice thereof to the Assignee within ten (10) days after the
expiration of said period. In such event the Licensing Rights granted to
Assignee under this Agreement shall immediately re-vest in Assignor as of
Assignee's receipt of the notice. Assignee hereby agrees to execute such other
documents as Assignor may reasonably require in order to obtain the full benefit
of this Paragraph and of Assignee's obligations hereunder.
9. Litigation. In the event of any litigation arising out of or
relating to this Assignment, the prevailing party, as determined by the Court
having jurisdiction thereof, shall be entitled to recover all costs and
reasonable attorneys' fees incurred in connection with such litigation
including, without limitation, costs and fees incurred in any investigations,
trials, bankruptcies, and appeals.
10. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns.
11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.
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12. Governing Law. This Assignment shall be governed in its
construction, interpretation, and performance by the laws of the State of
Illinois, without reference to law pertaining to conflict of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
GOLF WHERE, LLC
By Xxxxxx Xxxxx
Its Manager
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
XXXXXXX HILLS, LTD.
By: /s/ Xxxx Xxxxxxxxxxx
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Xxxx Xxxxxxxxxxx, President
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EXHIBIT A
GOLF CLUBS AND OTHER ENTITIES
See Attached
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