Absolute Assignment of Intangible Assets and Assumption of Obligations between TeleServices Internet Group Inc. and The Affinity Group, Inc.

Summary

TeleServices Internet Group Inc. has transferred all rights, title, and interest in certain intangible assets to The Affinity Group, Inc. as part of a settlement agreement. The Affinity Group, Inc. agrees to assume all related obligations from the date of transfer. TeleServices warrants clear title to the assets and will assist with any necessary documentation. Both parties agree to indemnify each other for claims arising before or after the transfer, as applicable. The agreement is effective as of February 28, 2001.

EX-10.31 3 d84730ex10-31.txt ABSOLUTE ASSIGNMENT OF INTANGIBLE ASSETS 1 EXHIBIT 10.31 ABSOLUTE ASSIGNMENT OF INTANGIBLE ASSETS AND ASSUMPTION BY ASSIGNEE OF CERTAIN OBLIGATIONS THIS ABSOLUTE ASSIGNMENT OF INTANGIBLE ASSETS AND ASSUMPTION BY ASSIGNEE OF CERTAIN OBLIGATIONS, made this 28th day of February 2001, from TELESERVICES INTERNET GROUP INC., a corporation duly organized, validly existing and in good standing under the laws of the state of Florida, with its principal place of business at 100 2nd Avenue South, Suite 1000, St. Petersburg, FL 33701 ("ASSIGNOR"), to THE AFFINITY GROUP, INC., 100 2nd Avenue South, Suite 1000, St. Petersburg, FL 33701 ("ASSIGNEE"). Pursuant to that certain Rescission/Reacquisition Settlement Agreement dated of even date herewith, (the "Settlement Agreement") by and between Assignor and Assignee, Assignor agreed to transfer and assign to Assignee, and Assignee agreed to accept from Assignor, the items of intangible personal property of Assignor listed on Schedule "A" attached hereto and by this reference made a part hereof the same as if fully set forth herein (the "Settlement Intangible Assets"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Settlement Agreement. For value received, i.e., the consideration described in the Settlement Agreement, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby assigns, transfers and sets over to Assignee and its successors and assigns all right, title and interest in and to the Settlement Intangible Assets to have and to hold the same unto Assignee, its successors and assigns forever. Assignor warrants that it has good and marketable title to the Settlement Intangible Assets, free and clear of any liens, security interests and encumbrances, other than as set forth on Schedule "B" attached hereto and by this reference made a part hereof the same as if fully set forth herein, and that it has full and complete power and authority to convey all of the Settlement Intangible Assets to Assignee. At any time and from time to time, at the request of Assignee, Assignor shall execute and deliver to Assignee any additional, new or confirmatory instruments and all other and further instruments necessary to vest in Assignee all right, title and interest in and to the Settlement Intangible Assets or to enable Assignee to realize upon or otherwise enjoy the benefits of all of the Settlement Intangible Assets. Assignor hereby indemnifies and holds harmless Assignee from all losses, costs, damages and claims, including reasonable attorneys' fees, for matters affecting marketable title with respect to each and every of the Settlement Intangible Assets arising from occurrences prior to the date hereof. EXCEPT FOR THE EXPRESS WARRANTY OF TITLE CONTAINED HEREINABOVE, ASSIGNEE ACKNOWLEDGES THAT THE ABSOLUTE ASSIGNMENT OF THE Absolute Assignment Of Intangible Assets And Assumption By Assignee Of Certain Obligations TeleServices Internet Group Inc. --- Assignor The Affinity Group, Inc. --- Assignee February ___, 2001 Page 1 of 4 2 SETTLEMENT INTANGIBLE ASSETS PURSUANT TO THIS AGREEMENT IS MADE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Assignee hereby assumes and agrees to perform all obligations whatsoever of Assignor with respect to each and every of the Settlement Intangible Assets to the extent that such obligations are to be performed on or after the date hereof. Assignee hereby indemnifies and holds harmless Assignor from all losses, costs, damages and claims, including reasonable attorneys= fees, for matters with respect to each and every of the Settlement Intangible Assets arising from occurrences on and after the date hereof. IN WITNESS WHEREOF, this Absolute Assignment of Intangible Assets and Assumption by Assignee of Certain Obligations has been duly executed and delivered by the parties hereto on the date first set forth above. WITNESSES: TELESERVICES INTERNET GROUP INC. /s/ Cathy Davenport By: /s/ Paul W. Henry - ----------------------------- ------------------------------------ /s/ Shannon LeFrand Paul W. Henry, Secretary - ----------------------------- "SELLER" THE AFFINITY GROUP, INC. By: /s/ Scott G. Roix ------------------------------------ Scott G. Roix, President /s/ Cathy Davenport - ----------------------------- /s/ Shannon LeFrand "ASSIGNEE" - ----------------------------- Absolute Assignment Of Intangible Assets And Assumption By Assignee Of Certain Obligations TeleServices Internet Group Inc. --- Assignor The Affinity Group, Inc. --- Assignee February ___, 2001 Page 2 of 4 3 SCHEDULE "A" LIST OF SETTLEMENT INTANGIBLE ASSETS All rights, title and interest of the Seller in and to the following: 1 - AT&T/LUCENT Intuity IVR Map 40 Chasis with v4 software, equipped with 6 tip/ring ports and wired for 48 tip/ring ports. Serial #85604 1 - AT&T/Lucent Conversant Map 100, AT&T IVP6 Tip & Ring Boards, Serial #984V07T15326 Lucent Serial #0000FZLT Absolute Assignment Of Intangible Assets And Assumption By Assignee Of Certain Obligations TeleServices Internet Group Inc. --- Assignor The Affinity Group, Inc. --- Assignee February ___, 2001 Page 3 of 4 4 SCHEDULE "B" LIST OF LIENS, SECURITY INTERESTS AND ENCUMBRANCES None. Absolute Assignment Of Intangible Assets And Assumption By Assignee Of Certain Obligations TeleServices Internet Group Inc. --- Assignor The Affinity Group, Inc. --- Assignee February ___, 2001 Page 4 of 4