ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit
10.18
This
ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made this 27th
day of
February, 2008, by and between TRUST BENEFITS ONLINE, LLC, a Delaware limited
liability company ("Assignor"), and, BENEFITS TECHNOLOGIES, LLC, a Delaware
limited liability company ("Assignee").
WHEREAS,
pursuant to Section 1.2 of that certain Asset Contribution and Combination
Agreement by and among Assignor, Assignee, Information Concepts, (“ICI”),
Associated Third Party Administrators, Inc. (“ATPA”), Xxxxx Xxxxxxxxxx, Xxxxxx
X. Xxxxxx and Xxxxx X. Xxxxxx dated January 31, 2008 (the "Purchase
Agreement"), and as a condition of the Assignee's purchase of certain assets
of
Assignor, Assignor has agreed to transfer certain of the liabilities of
Assignor, including, without limitation, all of Assignor's right, title and
interest in and to those certain contracts, leases and agreements set forth
on
Schedule
A
attached
hereto and incorporated herein by this reference (collectively, the
"Contracts"), and Assignee has agreed to assume the Contracts.
NOW
THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which hereby
are
acknowledged, the undersigned parties, intending to be legally bound, agree
as
follows:
1. As
of
February 1, 2008 (the "Effective Date"), Assignor assigns, conveys and transfers
to Assignee all of Assignor's right, title, interest, benefit, obligations,
and
liabilities under, in and to the Contracts.
2. As
of the
Effective Date, Assignee assumes all of Assignor's right, title, interest,
benefit, obligations, and liabilities under, in and to the
Contracts.
3. Assignor
shall indemnify and hold Assignee harmless from and against all expenses,
liabilities, claims, demands, debts, dues, proceedings, actions, and causes
of
action, including reasonable attorneys' fees, in connection with any act, matter
or thing which occurred under or in connection with the Contracts up to the
Effective Date.
4. Assignee
shall indemnify and hold Assignor harmless from and against all expenses,
liabilities, claims, demands, debts, dues, proceedings, actions, and causes
of
action, including reasonable attorneys' fees, in connection with any act, matter
or thing which occurred under or in connection with the Contracts from and
after
the Effective Date.
5. This
Agreement shall be governed and construed in accordance with the laws of the
State of California, without regard for its rules concerning conflicts of laws.
Any party who wishes to bring against the other party a civil action or
proceeding arising out of or relating to this Agreement may bring such action
or
proceeding only in a state or federal court in California. For this purpose,
each party consents to personal jurisdiction in such state or federal court
and
waives any right to dismiss or transfer such action or proceeding because of
the
inconvenience of the forum. Nothing in this section shall prevent enforcement
in
another forum of any judgment obtained in a court identified in the second
sentence of this Section 5. This Agreement may not be modified except by a
writing executed by all the parties hereto. This Agreement shall be binding
upon
and shall inure to the benefit of the parties hereto and upon their respective
successors and permitted assigns.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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ASSIGNEE:
BENEFITS TECHNOLOGIES, LLC
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| By: | /s/ Xxxxxxx Xxxxxxx | |
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Name: Xxx Xxxxxxx |
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| Title: Chairman | ||
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ASSIGNOR
TRUST BENEFITS ONLINE, LLC
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| By: | /s/ Xxxxx XxxXxxxxxx | |
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Name: Xxxxx XxxXxxxxxx |
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| Title: Manager | ||
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SCHEDULE
A
All
contracts listed on the attached eight pages marked “Schedule 1.2.1” and
“Schedule 1.2.3”
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