EXHIBIT 10(m)
▇▇▇▇ OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
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(REGARDING CONTRACTS, GENERAL INTANGIBLES, RECEIVABLES AND
OTHER ASSETS AND LIABILITIES)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made
and entered into as of this 1st day of June, 1995, by and between TAUBMAN
YORK AVENUE ASSOCIATES, INC. a New York corporation, having an address at
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignor"), and
YORK AVENUE ADVISORS, INC., having an address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Assignee").
In consideration of the mutual promises and agreements contained in
this Assignment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto,
Assignor and Assignee hereby agree as follows:
1. Assignor hereby grants quit claims, sells, conveys, transfers
and assigns to Assignee, its successors and assigns, all of Assignor's
right, title and interest in, to and under any and all contracts,
agreements, general intangibles, receivables, and other assets owned by
Assignor or in which Assignor has an interest: TO HAVE AND TO HOLD the same
unto said Assignee, its successors and assigns, forever (All of Assignor's
contracts, agreements, general intangibles, receivables, and other assets
are collectively referred to as the "Assets");
2. Assignee hereby accepts the conveyance, transfer, and assignment
of all of Assignor's right, title and interest in, to and under the Assets.
Assignee hereby assumes any and all liabilities and obligations of Assignor
with respect to the Assets from and after the date hereof, specifically
including, without limitation, all current and accrued liabilities of
Assignor, as well as all future liabilities and obligations accruing, with
respect to the Assets. (All of Assignor's liabilities and obligations
relating to the Assets are collectively referred to as the "Liabilities").
Assignee hereby agrees to (i) be bound by the terms and provisions of any
contracts or other agreements relating to the Assets and/or Liabilities as
if Assignee were the original party thereto, (ii) timely perform all of the
obligations and liabilities of Assignor with respect to the Assets and
Liabilities from and after the date hereof, and (iii) indemnify, defend and
hold Assignor harmless from and against any losses or damages arising from
or pertaining to the Assets being conveyed hereunder and/or the Liabilities
being assumed by Assignee hereunder from and after the date hereof.
3. Assignor and Assignee hereby agree to promptly execute any and
all further documentation that may hereafter be required in order to
effectuate any of the assignments and assumptions set forth herein.
4. This Assignment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
5. This Assignment may be executed in two (2) or more counterparts,
all of which as so executed shall constitute one (1) Assignment, binding on
all of the parties hereto, notwithstanding that all the parties are not
signatory to the original or the same counterpart; provided, however, that
no provision of this Assignment shall become effective and binding unless
and until all parties hereto have duly executed this Assignment, at which
time this Assignment shall then become effective and binding as of the date
first above written.
IN WITNESS WHEREOF, Assignor and Assignee have executed this ▇▇▇▇ of
Sale and Assignment and Assumption Agreement as of the date first above
written.
TAUBMAN YORK AVENUE ASSOCIATES, INC.,
a New York Corporation
By: /s/ A. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: Chairman of the Board
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"Assignor"
YORK AVENUE ADVISORS, INC.,
a New York corporation
By: /s/ A. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: Chairman of the Board
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"Assignee"