|
ASSIGNMENT AND ASSUMPTION AGREEMENT
<br />'THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is
<br />entered into as of the day of , 2018, by and between GROUCHO
<br />ENTERPRISES, INC. (formerly The Freedonia Group, Incorporated), an Ohio corporation
<br />("Assignor"), and MARKETRESEARCH.COM, INC., a Delaware corporation ("Assignee").
<br />WHEREAS, Assignor entered into an Economic Development Incentive Agreement dated
<br />November 30, 2015 (the "Incentive Agreement"), a copy of which is attached hereto as Exhibit
<br />A, with Mayfield Village, Ohio, a charted political subdivision in Ohio (the "Village"). and the
<br />Mayfield Community Improvement Corporation, an Ohio not-for-profit corporation ("MCIC");
<br />and
<br />WHEREAS, pursuant to Section VII of the Incentive Agreement, it may be assigned to an
<br />entity purchasing substantially all of the assets of the Company where said entity purchasing
<br />continues the Company's same operations in the same location; and
<br />WHEREAS, Assignee acquired substantially all of the assets of Assignor, effective
<br />February 1, 2016, and continues Assignor's business operations at 767 Beta Drive, Mayfield
<br />Village, Ohio 44143;
<br />.WHEREAS, capitalized terms used herein, but not otherwise defined will have the
<br />meanings specified in the Incentive Agreement.
<br />NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
<br />parties hereby agree as follows:
<br />Assignment. Subject to the terms of the Incentive Agreement, Assignor hereby grants,
<br />conveys, transfers and assigns to Assignee all of its rights, title, and interest and its
<br />obligations and liabilities in accordance with the terms of the Incentive Agreement.
<br />Assignor has no further obligations under the Incentive Agreemenf.
<br />2. Assumption. Assignee does hereby accept such assignment, and assumes and agrees
<br />to pay, perform, honor and discharge, as and when due, all of Assignor's liabilities,
<br />obligations, covenants, agreements, terms, provisions, and conditions from the date
<br />hereof, in each case in accordance with the terms of the Incentive Agreement.
<br />3. Successors and Assi?ns. This Agreement shall be binding on and inure to the benefit of
<br />the respective successors, assigns, heirs, ancl personal representatives of the parties.
<br />4. Governing Agreement. This Agreement is expressly made subject to the terms and
<br />provisions of the Incentive Agreement. This Agreement will not affect, alter, enlarge,
<br />diminish or otherwise impair any of the representations, warranties, covenants, conditions,
<br />indemnities, terms or provisions of the Incentive Agreement, and all of the representations,
<br />warranties, covenants, conditions, indemnities, terms and provisions contained in the
<br />Incentive Agreement will survive the delivery of this Agreement to the extent, and in the
<br />manner, set forth in the Incentive Agreement. In the event of a conflict between the terms
|