This Assignment and Assumption Agreement involves
Title: ASSIGNMENT AND ASSUMPTION AGREEMENT
Governing Law: Delaware Date: 8/9/2016
Industry: Personal and Household Prods. Sector: Consumer/Non-Cyclical
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this
“ Agreement ”) dated as of April 25, 2016 by and between Mariposa Capital, LLC, a Delaware limited liability company (the “ Assignor ”), and Mariposa Associates, LLC, a Delaware limited liability company (the “ Assignee ”).
WHEREAS , this Agreement relates to the Advisory Service Agreement, dated as of December 13, 2015 (the “ Advisory Agreement ”), between the Assignor and Newell
Rubbermaid Inc., a Delaware corporation (“ Newell ”), pursuant to which Assignor has been retained by Newell to provide certain advisory services to Newell as set forth in the Advisory Agreement;
WHEREAS , Section 9 of the Advisory Agreement permits Assignor to assign the Advisory Agreement and the rights, duties and obligation thereunder to an affiliate of Advisor;
WHEREAS , the Assignee is an affiliate of Assignor; and
WHEREAS , the Assignor desires to assign to the Assignee the Advisory Agreement and all of the rights, duties and obligation of the Assignor thereunder, and the Assignee desires to accept assignment of the Advisory Agreement and such rights and assume the corresponding duties and obligations from the Assignor on such terms.
NOW, THEREFORE , in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
1. Defined Terms . Capitalized terms used herein without definition shall have the respective meanings given such terms in the Advisory Agreement,
2. Assignment and Assumption . The Assignor hereby assigns to the Assignee the Advisory Agreement and all of the rights, duties and obligations of the Assignor thereunder, including, but not limited to, the right to receive the Management Fee, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the duties and obligations of the Assignor under the Advisory Agreement, including, bu