[ARTICLE]
[LEGEND] EXHIBIT 10.2 TO FORM 8-K
EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of
August 30, 1995, between Liberty Equipment Investors - 1983, a
New York limited partnership ("Assignor"), and Xxxxx Xxxxxx M.D.
P.C. ("Assignee"),
WITNESSETH:
WHEREAS, Assignor owns certain equipment set forth on
Schedule A hereto (the "Liberty Equipment") that it desires to
sell, transfer and assign to Assignee, subject to all obligations
and liabilities associated therewith; and
WHEREAS, Assignee desires to purchase and take assignment
of the Liberty Equipment and all of Assignor's right, title and
interest therein and take assumption of all of Assignor's
liabilities and obligations with respect thereto;
NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Assignor by this instrument does hereby sell to
and transfer, assign and set over unto the Assignee, all of
Assignor's right, title and interest in and to the Liberty
Equipment. The Assignee agrees to pay the Assignor in
consideration therefor a purchase price of $1.00 (one dollar),
payable in immediately available funds on the date hereof.
2. The Assignee by this instrument does hereby accept
the foregoing and does hereby assume and agree to pay, perform
and assume, discharge and hold the Assignor harmless from all
liabilities and obligations of the Assignor (absolute or
contingent) relating to the Liberty Equipment.
3. The Assignor hereby represents and warrants to the
Assignee that there are no liens or claims by any vendor,
financing source or governmental agency created by the Assignor
against the Liberty Equipment.
4. EACH ITEM OF LIBERTY EQUIPMENT SOLD, ASSIGNED AND
TRANSFERRED HEREUNDER IS SOLD "AS IS" AND "WHERE IS" AND, EXCEPT
AS SPECIFICALLY PROVIDED IN PARAGRAPH 3 HEREOF, NO EXPRESS OR
IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND AS TO THE
CONDITION OR QUALITY OF THE EQUIPMENT (INCLUDING REPRESENTATIONS
OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR
USE) WHETHER KNOWN OR UNKNOWN, LATENT OR PATENT, ALL OF WHICH THE
ASSIGNOR HEREBY DISCLAIMS AND WITH THE ASSIGNEE HAVING HAD
REASONABLE OPPORTUNITY FOR INSPECTION OF THE LIBERTY EQUIPMENT.
5. This Assignment and Assumption Agreement may be
executed in one or more counterparts, each of which together
shall constitute one agreement.
IN WITNESS WHEREOF, the undersigned have executed this
Assignment and Assumption Agreement as of the date first above
written.
LIBERTY EQUIPMENT INVESTORS - 1983
By Maiden Lane Partners Inc.,
its General Partner
By:/s/____Michael A. Giobbe________
Title: Vice President
Xxxxx Xxxxxx M.D. P.C.
By:/s/____Bruce Xxxxxx M.D.________
Title:
