{"id":42057,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-to-terminate-electronics-net-llc-joint-venture-tops.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-to-terminate-electronics-net-llc-joint-venture-tops","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-to-terminate-electronics-net-llc-joint-venture-tops.html","title":{"rendered":"Agreement to Terminate Electronics.Net LLC Joint Venture &#8211; TOPS Appliance City Inc. and CyberShop Holding Corp."},"content":{"rendered":"<pre>                                    AGREEMENT\n\n\n         THIS AGREEMENT, dated this 12th day of January, 2000, by and between\nTOPS APPLIANCE CITY, INC., a New Jersey corporation having a place of business\nat 45 Brunswick Avenue, Edison, New Jersey 08818 ('TOPS') and CYBERSHOP HOLDING\nCORP., a New Jersey corporation having a place of business at 116 Newark Avenue,\nJersey City, New Jersey 07302 ('Cybershop').\n\n                               W I T N E S S E T H\n\n         WHEREAS, TOPS and Cybershop entered into a certain Operating Agreement\nrespecting Electronics.Net LLC (the 'Joint Venture'), dated as of June 14, 1998\n(the 'Operating Agreement'); and\n\n         WHEREAS, pursuant to the Operating Agreement, among other things TOPS\nand Cybershop formed the Joint Venture, which was intended to be a joint\nventure; and\n\n         WHEREAS, TOPS entered into a Supply Agreement, dated June 14, 1998,\nwith the Joint Venture; and\n\n         WHEREAS, TOPS, Cybershop the Joint Venture desire to terminate their\nrelationships pursuant to the Operating Agreement and the Supply Agreement,\nrespectively, on the terms and conditions contained herein;\n\n         NOW, THEREFORE, in exchange for good and valuable consideration, the\nreceipt of which is hereby acknowledged, the parties hereto do agree as follows:\n\n                  1. The Supply Agreement between TOPS and the Joint Venture\n         will be deemed to have terminated as of November 15, 1999. ('Effective\n         Date').\n\n                  2. A determination will be promptly prepared by Cybershop\n         following the Effective Date of all tangible assets and all obligations\n         of the Joint Venture through the Effective Date including fixed\n         obligations after the Effective Date such as those under the Yahoo!\n         agreement, the MSN agreement and severance obligations. We estimate\n         such obligations to be $87,964 for Yahoo!, $63,000 for MSN and $28,366\n         for severance. The term tangible assets shall include cash, cash\n         equivalents, inventory and accounts receivable. All other assets\n         including fixed assets and intellectual property, excluding only the\n         name and URL 'Electronics.net', shall be valued at $1 for purposes\n         hereof.\n\n                  3. Both TOPS and Cybershop will cease to promote the name\n         'electronics.net' no later than January 31, 2000. Thereafter Cybershop\n         can continue to forward any hits on 'electronics.net to its website\n         without charge. In the event of any sale of the rights to the name and\n         URL 'Electronics.net' the net proceeds therefrom shall be distributed\n         51% to Cybershop and 49% to TOPS.\n\n                  4. Based upon the determination either TOPS shall either pay\n         to the Joint Venture the net amount due from TOPS to the Joint Venture\n         or the Joint Venture shall pay to TOPS the net amount due from the\n         Joint Venture to TOPS. In making this determination TOPS shall be\n         treated as a 49% interest owner of the Joint Venture.\n\n                  5. On the Effective Date the membership interest of TOPS shall\n         be assigned to Cybershop without cost.\n\n                  6. On the Effective Date the Joint Venture shall deliver title\n         to the van currently used by it to TOPS in exchange for the payment by\n         TOPS to the Joint Venture of $10,000.00.\n\n\n\n\n\n\n                  7. All notices and other communications to be made hereunder\n         shall be in writing and shall be deemed to have been given when the\n         same are either: (i) personally delivered; (ii) mailed, registered or\n         certified mail, first class postage prepaid return receipt requested;\n         or (iii) delivered by a reputable private overnight courier service\n         utilizing a written receipt or other written proof of delivery, to the\n         applicable party at the address set forth above. Any party refusing\n         delivery of a notice shall be charged with knowledge of its contents.\n\n                  8. This Agreement shall be binding upon and insure to the\n         benefit each of the parties hereto and their respective successors and\n         permitted assigns by merger, consolidation, transfer of business and\n         properties or otherwise.\n\n                  9. In the event any one or more of the provisions of this\n         Agreement shall be held to be invalid, illegal or unenforceable in any\n         respect, such invalidity, illegality or unenforceability shall not\n         affect other provisions hereof, and this Agreement shall be construed\n         as if such invalid, illegal or unenforceable provision never had been\n         contained herein.\n\n                  10. IN WITNESS WHEREOF, the parties hereto have caused their\n         dully authorized officers to execute this Agreement and Acknowledgment\n         the date and year first set forth above.\n\n                  IN WITNESS WHEREOF, the parties hereto have caused their duly\n  authorized officers to execute this Agreement and Acknowledgment the date and\n  year first set forth above.\n\n                                                       TOPS APPLIANCE CITY, INC.\n\n\n                                                       By_______________________\n\n\n                                                       CYBERSHOP HOLDING CORP.\n\n\n                                                       By_______________________\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7700],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9617],"class_list":["post-42057","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gsv-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42057","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42057"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42057"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42057"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42057"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}