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ASSIGNMENT AND CONSENT

Assignment Agreement

ASSIGNMENT AND CONSENT | Document Parties: ALBERTO-CULVER CO | ALBERTO-CULVER USA, INC | Bernick Holdings, Inc | EJI SALES, INC | JET INTERNATIONAL, INC | NJI SALES, INC You are currently viewing:
This Assignment Agreement involves

ALBERTO-CULVER CO | ALBERTO-CULVER USA, INC | Bernick Holdings, Inc | EJI SALES, INC | JET INTERNATIONAL, INC | NJI SALES, INC

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Title: ASSIGNMENT AND CONSENT
Governing Law: Ohio     Date: 11/28/2007
Industry: Personal and Household Prods.     Sector: Consumer/Non-Cyclical

ASSIGNMENT AND CONSENT, Parties: alberto-culver co , alberto-culver usa  inc , bernick holdings  inc , eji sales  inc , jet international  inc , nji sales  inc
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Exhibit 10 (ff)

ASSIGNMENT AND CONSENT

THIS ASSIGNMENT AND CONSENT (the “Assignment”)is made and entered into this 22 day of December, 2006, by and among NJI SALES, INC., formerly known as EJI SALES, INC., a Delaware corporation, having its principal office and place of business at 108 Traders Cross, Suite 200, Okatie, SC 29909 (“NJI SALES”), NETJETS INTERNATIONAL, INC., formerly known as EXECUTIVE JET INTERNATIONAL, INC., a Delaware corporation, having its principal office and place of business at 108 Traders Cross, Suite 200, Okatie, SC 29909 (“NJI”), NETJETS SERVICES, INC., formerly known as Executive Jet Services, Inc., a Delaware corporation, whose address is 4111 Bridgeway Avenue, Columbus, Ohio 43219 (“SERVICES”), ALBERTO-CULVER USA, INC., a Delaware corporation, having its principal office and place of business at 2525 Armitage Avenue, Melrose Park, Illinois 60160 (“ASSIGNOR”) and 18000 LLC, a Delaware limited liability company, whose address is c/o Bernick Holdings, Inc., 401 N. Michigan Avenue, Suite 1818, Chicago, Illinois 60611 (“ASSIGNEE”).

WITNESSETH:

WHEREAS, ASSIGNOR and NJI SALES entered into a Gulfstream IV-SP Purchase Agreement dated January 31, 1997 (the “Purchase Agreement”), for the purchase of a fifty percent (50%) undivided interest in Gulfstream IV-SP aircraft serial number 1295 bearing United States Registration Number N495QS (the “Aircraft”);

WHEREAS, ASSIGNOR and NJI entered into a Gulfstream IV-SP Management Agreement dated January 31, 1997, as amended, covering the Aircraft (the “Management Agreement”);

WHEREAS, ASSIGNOR and SERVICES entered into a Gulfstream IV-SP Master Interchange Agreement dated January 31, 1997, covering the Aircraft (the “Master Interchange Agreement”);

WHEREAS, ASSIGNOR and other undivided interest owners of the Aircraft entered into a Gulfstream IV-SP Owners Agreement dated January 30, 1997, covering certain agreements among themselves (the “Owners Agreement”);

WHEREAS, ASSIGNOR, Gulfstream Aerospace Corporation, NJI, NJI SALES, and SERVICES entered into an Assignment and Consent Agreement dated August 17, 1999, wherein ASSIGNOR assigned its rights to and obligations for a thirty-seven and one-half percent (37.5%) undivided interest in the Aircraft, arising from and after August 17, 1999 to Gulfstream Aerospace Corporation, and Gulfstream Aerospace Corporation assumed ASSIGNOR'S rights and obligations for a thirty-seven and one-half percent (37.5%) undivided interest in the Aircraft arising from and after August 17, 1999;

WHEREAS, pursuant to Section 7 of the Purchase Agreement, ASSIGNOR wishes to assign a six and one-quarter percent (6.25%) interest in the Aircraft (the “Assigned Interest”) and to maintain a six and one-quarter percent (6.25%) undivided interest in the Aircraft (the

 

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“Remaining Interest”), by assigning its rights to and obligations under the aforementioned agreements for the Assigned Interest arising from and after the date hereof to ASSIGNEE, and ASSIGNEE wishes to assume ASSIGNOR’S rights and obligations arising from and after the date hereof under the aforementioned agreements with regard to the Assigned Interest; and

WHEREAS, NJI SALES, NJI and SERVICES wish to give their consent to such assignment.

NOW, THEREFORE, the parties to this Assignment and Consent agree as follows:

 

  1. Effective upon the Closing (as hereinafter defined), ASSIGNOR hereby assigns to ASSIGNEE clear title to the Assigned Interest, and ASSIGNEE accepts ownership of the Assigned Interest and assumes all the associated obligations under the aforementioned agreements with regard to the Assigned Interest arising from and after the Closing.

 

  2. The aforementioned agreements with regard to the Assigned Interest are hereby assigned from ASSIGNOR to ASSIGNEE for a purchase price equal to One Million Two Hundred Thousand Dollars ($1,200,000.00), plus any applicable sales tax (the “Purchase Price”) paid in immediately available funds.

 

  3. ASSIGNOR will maintain the Remaining Interest.

 

  4. NJI SALES, NJI and SERVICES agree and consent to this Assignment.

 

  5. The Schedule to the Management Agreement is amended by deleting the current Schedule and replacing it with the Assigned Interest Schedule and the Remaining Interest Schedule.

 

  6. The ASSIGNEE agrees to all terms and conditions of the aforementioned agreements and shall be entitled to all claims, rights, and benefits thereunder or resulting therefrom.

 

  7. The Closing (the “Closing”) shall take place on December 22, 2006 provided that the Aircraft shall then be positioned on the ground in one of the following states: New Hampshire, Oregon, Alaska, Montana, Massachusetts, Connecticut, or Delaware (collectively, the “Closing Jurisdiction”). In the event NJI is unable to position the Aircraft on the ground in one of the Closing Jurisdictions on or before January 2, 2007, NJI shall use commercially reasonable efforts to position the Aircraft on the ground in one of the Closing Jurisdictions as soon as practicable. In addition to the foregoing, the following conditions shall be satisfied prior to Closing: (i) each of ASSIGNOR and ASSIGNEE has executed and delivered to NJI this Assignment and all related documents: and (ii) ASSIGNOR has delivered to NJI an executed Form 8050-2 Aircraft Bill of Sale for the Assigned Interest, in a form acceptable for recording with the Federal Aviation Administration (the “FAA”). NJI shall prepare and arrange for filing with the FAA Aircraft Registry, all necessary documents sufficient to transfer and record the ownership of the Assigned Interest to ASSIGNEE.

 

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  8. This Assignment shall be governed by the laws of the State of Ohio without giving effect to Ohio’s principles of conflicts of laws, and shall be construed in a manner consistent with the obligations of the parties under the aforementioned agreements.

 

  9. This Assignment may be executed in counterparts, which shall, individually or in the aggregate, constitute a fully executed and binding agreement.

 

  10. From the date hereof, except as provided herein, ASSIGNOR shall have no further liability under the aforementioned agreements with regard to the Assigned Interest and the ASSIGNEE shall assume all of the ASSIGNOR’S rights, duties and liabilities under the aforementioned agreements with regard to the Assigned Interest arising from and after the date hereof.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their duly authorized representatives.

 

NJI SALES, INC.     ALBERTO-CULVER USA, INC.
(“NJI SALES”)     (“ASSIGNOR”)
BY:  

/s/ William D. Wulf

    BY:  

/s/ Gary P. Schmidt

  William D. Wulf       Gary P. Schmidt
Title:   Senior Vice President and CFO     Title:   Secretary
18000 LLC     NETJETS INTERNATIONAL, INC.
(“ASSIGNEE”)     (“NJI”)
By:   Bernick Holdings, Inc.     BY:  

/s/ William D. Wulf

Its:   Sole Member       William D. Wulf
      Title:   Senior Vice President and CFO
By:  

/s/ Howard B. Bernick

     
  Howard B. Bernick      
Title:   President      
NETJETS SERVICES, INC.      
(“SERVICES”)      
BY:  

/s/ David S. Beach

     
  David S. Beach      
Title:   Senior Vice President      

 

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ASSIGNED INTEREST SCHEDULE

 

Interest Percentage    6.25%
Monthly Management Fee    $14,597 (subject to Annual Escalation)*
Established Avg. Rate per Gallon for Fuel    $1.60
Fuel Variable Rate    $8.33 per Occupied Hour per $.01 Differential
Minimum Telephonic Notice    10 Hours
Allotted Hours    50 hours per year (or prorated for part thereof)
Occupied Hourly Rate Charge    $3,915 (subject to Annual Escalation)*
Annual Available Hours per year    62.5 hours per year

 
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