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HomeMy WebLinkAbout205017 OUTDOOR PROMOTIONS - CONTRACT - RFP - P793 BUS SHELTERS P792 ADVERTISING ON EXTERIOR,.4� ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and delivered effective 12:01 a.m., November 1, 1999, by OUTDOOR PROMOTIONS WEST, LLC, a Delaware Limited Liability Company ("Assignor"), to OUTDOOR PROMOTIONS, INC., a Colorado Corporation ("Assignee"), pursuant to the Asset Purchase Agreement dated as of November 1, 1999 ("Purchase Agreement"), between Assignor and Assignee, providing, among other things, for the sale by Assignor to Assignee of substantially all of the assets, tangible and intangible, of Assignor used or useful in the Business (as defined in the Purchase Agreement). WITNESSETH, THAT FOR AND IN CONSIDERATION of the mutual promises contained in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Assignor, and pursuant to the Purchase Agreement, Assignor hereby bargains, sells, grants, assigns, and transfers unto Assignee, its successors and assigns: All of Assignor's right, title and interest in and to the contracts, leases and agreements listed on Schedule 1 attached hereto, to the extent that such contracts, leases and agreements are assignable (the contracts, leases and agreements assigned hereunder being hereinafter referred to, collectively, as "Contracts," and, individually, as a "Contract.") TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns from and after the effective date hereof for all the rest of the respective terms of the Contracts (and any renewals, extensions and other options therein contained), subject to the covenants, conditions and provisions therein contained. IN ADDITION, from time to time after the date hereof, without further consideration, Assignor shall execute and deliver such other instruments of assignment, transfer and conveyance and shall take such other action as Assignee may reasonably request to more effectively assign, transfer and convey to Assignee, all of Assignor's right, title and interest in and to any of the Contracts being assigned, transferred and conveyed to it hereunder, or to enable it to exercise and enjoy all rights and benefits of Assignor with respect thereto. ASSIGNEE HEREBY assumes and agrees to perform any and all liabilities and obligations of Assignor under the Contracts arising after the Effective Date (as defined in (HF&M 12/11/99) N the Purchase Agreement), with the same force and effect as if Assignee had signed the Contracts originally in place of Assignor; provided that such assumption shall not apply to any Contract which requires third party consent if such consent has not been obtained. If any assignment or attempted assignment of any Contract without the consent or approval of a third party would constitute a breach thereof, and if such consent is not obtained, Assignor will cooperate with Assignee in any arrangement designed to provide for Assignee the benefits under any such Contract, including enforcement for the benefit of Assignee of any and all rights of Assignor against a third party thereto arising out of the breach or cancellation by such third party or otherwise. Subject to the provisions above, Assignee, its successors and assigns, shall indemnify and hold harmless Assignor, its successors and assigns, from all claims for, and liabilities arising out of, the performance or non-performance of any of the obligations hereby assumed by Assignee hereunder in accordance with the terms of the Purchase Agreement. This Assignment and Assumption Agreement shall inure to the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns. IN WITNESS WHEREOF, and intending to be legally bound hereby, each of Assignor and Assignee has caused this Assignment and Assumption Agreement to be executed and delivered by its duly authorized representative as of the day and year first above written. (HF&M 12/11/99) OUTDOOR PROMOTIONS WEST, LLC, a Delaware Limited Liability Company By Qalas is X�rnejitle Date .34� M. M16.X "Assignor" OUTDOOR PROMOTIONS, INC., a Colorado Corporation By 4)m4�, Gary Y g Date President "Assignee" -2- STATE OF LOUISIANA ) ) ss.: COUNTY OF East Baton Rouge ) On the 29thday of December, 1999, before me personally came John M. Millp'to me known, who, being by me duly sworn, did depose and say that he resides at Baton Rouge, Louisiana ; that he is the Vice President Of OUTDOOR PROMOTIONS WEST, LLC, a Delaware Limited Liability Company, one of the entities described in and which executed the forgoing instrument; and that he signed his name thereto by like order. My commission expires: a: - �cjq o� Vary Public STATE OF COLORADO ) ,)ss.: COUNTY OF LARIMER ) On the day of December, 1999, before me personally came Gary Young, to me known, who, being by me duly sworn, did depose and say that he resides at 7718 Park Ridge Circle, Fort Collins, Colorado 80528; that he is the President of OUTDOOR PROMOTIONS, INC., a Colorado Corporation, one of the entities described in and which executed the foregoing instrument; and that he signed his name thereto by like order. My commission expires: _i Pj)tw P�p1DA /yg���. Notary Public (HF&M 12/11/99) -3- Schedule 1 - Assignment and Assumption Agreement Contracts, Leases and Agreements All Advertising Contracts, Assumed Contracts, Site Leases and Contracts attached to the Purchase Agreement as Schedules 1, 3, 10 and 11, respectively, in existence on November 1, 1999 ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT OF CONTRACTS ASSIGNMENT Outdoor Promotions West, LLC, a Delaware Limited Liability Company ("Assignor") and/or its predecessors, entered into the following agreements ("Contracts") pursuant to which Assignor agreed to erect, maintain and solicit for advertising on certain advertising structures: 1. Bus Contract dated as of December 21, 1995, with the City of Fort Collins, Colorado. 2. Bench Contract dated as of September 21, 1995, with the City of Fort Collins, Colorado. _ 3. Bench Contract dated as of January 20, 1997, with the City of Greeley, Colorado. 4. Bus Contract dated as of April 26, 1995, with the City of Greeley, Colorado. 5. Bus Shelter Contract dated as of April 1, 1998, with the City of Loveland, Colorado. 6. Bench and Shelter Agreement dated as of October 24, 1994, with the City of Cheyenne, Wyoming. Assignor hereby assigns, transfers and conveys all of its rights, title, interests and obligations in and to the Contracts to Outdoor Promotions, Inc., a Colorado Corporation, located at 7718 Park Ridge Circle, Fort Collins, Colorado 80528 ("Assignee"), effective 12:01 a.m., November 1, 1999, pursuant to the Asset Purchase Agreement dated as of November 1, 1999, between Assignor and Assignee, which Agreement has been ratified and approved by the governing bodies of Assignor and Assignee. OUTDOOR PROMOTIONS WEST, LLC, a Delaware Limited Liability Company Q1 u- iiuL By .M a e/Title Sol�� M. &U�r � Date L.Xt-c. Pris-1C.L "Assignor" ACCEPTANCE OF ASSIGNMENT Assignee hereby accepts the above Assignment and agrees to assume and faithfully perform all of the obligations and duties as set forth in the Contracts and to be bound by the terms of the Contracts. OUTDOOR PROMOTIONS, INC., a Colorado Corporation "Assignee"