EXHIBIT 10.12
ASSIGNMENT AND ASSUMPTION AGREEMENT
dated this ___ day of ____________, 2002
BETWEEN:
618039 B.C. LTD. having a business and registered
office located at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx,
X.X., X0X 0X0
("Assignor")
OF THE FIRST PART
AND:
WHISTLER INC., having a business and registered office
located at 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx,
X.X. X0X 0X0
("Assignee")
OF THE SECOND PART
WHEREAS:
A. The Assignor wishes to assign 100% of its interest in and to any and all of
its Assets (as hereinafter defined) to the Assignee subject to the terms and
conditions hereof; and
B. The Assignee wishes to acquire a 100% ownership interest in the Assets (as
hereinafter defined).
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, the parties hereto
covenant and agree each with the other as follows:
1. For the purpose of this Agreement, the term Assets has the following
meaning:
"Assets" means: See schedule A
thereto,
(hereinafter referred to as "Assets");
2. The Assignor does hereby assign 100% of its right, title and interest in
the Assets to the Assignee for the amount of $1.00 (the receipt and sufficiency
of which is hereby confirmed), and does hereby acknowledge and agree that upon
execution of this Agreement the Assignee shall own a 100% interest in all right,
title and interest now and in the future existing in and to the Assets.
3. Time shall be of the essence of this Agreement.
4. The parties hereto covenant and agree to execute and deliver all such
further documents as may be required to carry out the full intent and meaning of
this Agreement and to effect the transaction contemplated herein.
5. This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia.
6. This Agreement will enure to the benefit of and by binding upon the parties
hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF the parties hereto have set their hands and seals as of the
day and year first above written.
618039 B.C. LTD.
per:
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Authorized Signing Officer (seal)
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Authorized Signing Officer
WHISTLER INC.
per:
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Authorized Signing Officer (seal)
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Authorized Signing Officer
