Sample Business Contracts
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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment"), is made as of the
19th day of November 2001, by and between L. Dennis Kozlowski, One Town Center
Road, Boca Raton, Florida ("Assignor"), and Tyco International (US) Inc., One
Tyco Park, Exeter, New Hampshire 03833 ("Assignee").
W I T N E S S E T H:
WHEREAS, Assignor, for and on behalf of Assignee, and White Mountain Films,
LLC, entered into that certain Agreement (the "Agreement"), dated as of April 6,
2001, under which, among other things Assignor agreed to make certain
investments for the purposes stated in the Agreement; and
WHEREAS, Assignor made such investments for and on behalf of Assignee; and
WHEREAS, Assignor wishes to assign to Assignee all of Assignor's interest
in and to the Agreement and to all investments made thereunder, and Assignee
agrees to accept such assignment and assume all obligations of Assignor under
the Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignor hereby assigns, sets over and transfers to Assignee all of
Assignor's right, title and interest in, to and under the Agreement and all of
Assignor's rights to any benefits thereunder.
2. Assignee hereby accepts the within assignment and agrees to assume,
perform and comply with and to be bound by all of the terms, covenants,
agreements, provisions and conditions of the Agreement to be' performed from and
after the date hereof.
3. Assignor hereby assigns, sets over and transfers to Assignee all of
Assignor's right, title and interest in and to the following investments:
October 11, 2001, $200,000; April 16, 2001, $300,000; and April 19, 2001,
$200,000, amounting to a total of $700,000 (collectively, the "Investments"),
and the rights and benefits associated therewith:
4. This Assignment and the obligations of Assignor and Assignee hereunder
shall be binding upon and inure to the benefit of Assignor and Assignee and
their respective successors and assigns, shall be governed by and construed in
accordance with the laws of the State of New York and may not be modified or
amended in any manner other than by a written agreement signed by the party to
be charged therewith. Assignor and Assignee agree to execute any and all other
assignments, documents, certificates and other instruments as may at any time be
deemed reasonably necessary to further evidence or consummate this Assignment.
99.8-168
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