ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT and Assumption Agreement (_Assignment_) is
made this ____ day of March, 1998 by and between COMMERCIAL
BUSINESS SYSTEMS, INC., a Virginia corporation (_Seller_), and
XXXXXXX COMPUTER RESOURCES, INC., a Delaware corporation
(_Purchaser_).
WHEREAS, pursuant to an Asset Purchase Agreement, dated
March ___, 1998 (the _Agreement_), by and between Purchaser and
Seller and Xxxxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx, Purchaser
wishes to assume Seller's rights, benefits and privileges of
certain contracts, and Seller is desirous of assigning to
Purchaser all of its rights, benefits and privileges in certain
contracts;
NOW, THEREFORE, in consideration of the foregoing and the
agreements and covenants herein set forth, and other good and
valuable consideration paid by Purchaser to Seller, the receipt
and sufficiency of which are hereby acknowledged, the parties
agree as follows:
ASSIGNMENT
:
1. Seller does hereby sell, assign, transfer and convey to
Purchaser, to the extent legally permitted, the contracts
set forth on Exhibit _A_ attached hereto, and all of Sellers
rights, interest, benefits and privileges thereunder.
Page 1 of 4 Pages
REPRESENTATIONS
:
2. Seller hereby represents, warrants and covenants to
Purchaser that (i) Seller is a party to the contracts listed
on Exhibit _A_ and has not sold, assigned, transferred or
conveyed its interest therein to any other person or entity;
(ii) Seller has complied with and fulfilled all of its
duties and obligations under the contracts, is not in
default, and has not breached any of the terms or provisions
of the contracts and the contracts remain in full force and
effect as of the date hereof; (iii) Seller is not aware of
any facts or circumstances which give rise or could give
rise with the giving of notice or the lapsing of time to a
breach or default under the contracts; and (iv) the other
parties to the contracts set forth on Exhibit _A_ are not in
default and have not breached any of the terms or provisions
of the contracts.
ADDITIONAL ACTION BY SELLER:
3. To the extent this Assignment does not result in a complete
transfer of the contracts to Purchaser because of a
prohibition in the contracts against Seller's assignment of
any of its rights thereunder, Seller shall cooperate with
Purchaser in any reasonable manner proposed by Purchaser to
complete the acquisition of the contracts and Seller's
rights, benefits and privileges thereunder in order to
fulfill and carry out Seller's obligations under the
Page 2 of 4 Pages
Agreement. Such additional action may include, but is not
limited to: (i) entering into a subcontract between Seller
and Purchaser which allows Purchaser to perform Seller's
duties under the contracts set forth on Exhibit _A_ and to
enforce Seller's rights thereunder; (ii) The sale of
Seller's stock owned by Xxxxxx X. Xxxxxxx and Xxxxxx Xxxxxxx
to Purchaser to allow Purchaser to operate Seller as a
wholly owned subsidiary to enforce the contracts; or (iii)
entering into a new multi-party agreement with the customers
identified in the contracts set forth on Exhibit _A_ which
allows Purchaser to perform Seller's obligations and enforce
Sellers' rights under the contracts.
ASSUMPTION OF OBLIGATIONS:
4. Purchaser shall be responsible for the performance and
discharge of all the duties and obligations of Seller
contained in the contract set forth on Exhibit _A_ upon the
earlier to occur of: (i) the completion of the assignment of
the contracts and Seller's rights, interest, benefits and
privileges thereunder; or (ii) in accordance with any
proposed transaction contemplated or set forth in Paragraph
3 hereof.
Page 3 of 4 Pages
MUTUAL INDEMNIFICATION
:
5. Purchaser hereby agrees to indemnify and hold harmless
Seller from and against any and all loss, cost or expense
(including, without limitation, reasonable attorneys' fees),
resulting by reason of Purchaser's failure to perform any of
the obligations of Seller under the Contracts after the date
that Purchaser actually acquires all of the rights,
interest, benefits and privileges of the Seller under each
contract. Seller hereby agrees to indemnify and hold
harmless Purchaser from and against any and all loss, cost
or expense (including, without limitation, reasonable
attorneys' fees) resulting by reason of the failure of
Seller to perform any of the obligations of the Seller under
the contracts on or prior to the date that the rights,
interest, privileges, benefits and any interest in the
contracts are actually assigned to the Purchaser.
BINDING EFFECT:
6. All of the covenants, terms and conditions set forth herein
shall be binding upon and shall inure to the benefit of the
parties hereof and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this
Assignment as of the date first above written.
Witnesses:
SELLER:
____________________________ COMMERCIAL BUSINESS SYSTEMS, INC.
Page 4 of 4 Pages
____________________________ BY:_______________________________
Xxxxxx X. Xxxxxxx, President
____________________________
____________________________
________________________________________
XXXXXX X. XXXXXXX, Individually
____________________________
____________________________
________________________________________
XXXXXX XXXXXXX, Individually
Witnesses:
PURCHASER:
____________________________ XXXXXXX COMPUTER RESOURCES, INC.
____________________________
BY:_____________________________________
Xxxxxxx X. Xxxxxxx, Chief
Financial Officer
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