ASSUMPTION AGREEMENT
Exhibit
10.15
This
ASSUMPTION AGREEMENT (the “Assumption Agreement”), dated as of this 31st day of
December, 2007, is from Xxxxx Xxxxx (“Xxxxx”) to MediaReady, Inc., a Florida
corporation (“MediaReady”).
NOW,
THEREFORE, pursuant to the terms of the December 31, 2007 Acquisition Agreement
entered into between MediaReady and Shandong Jiajia International Freight &
Forwarding Co., Ltd. (the “Acquisition Agreement”) and the representations and
warranties set forth therein, and such other good and valuable consideration,
the receipt and sufficiency of which are hereby conclusively acknowledged, the
parties hereto hereby agree as follows. Capitalized terms used but
not defined herein have the meaning given them in the Acquisition
Agreement.
1. Aubel
hereby absolutely accepts and assumes to be solely liable and responsible for
the liabilities of MediaReady as of December 31, 2007 exclusive of the
liabilities assumed by MediaReady in connection with the closing of the
transaction set forth in the Acquisition Agreement in the amount of $1,987,895
($12,633 relating to a bank overdraft, $1,904,819 relating to accounts payable
and $70,443 relating to accruals) all as set forth in the consolidated balance
sheet attached hereto (the “Assumed Liabilities”).
2. Aubel
acknowledges and agrees that this Assumption Agreement and the Assumed
Liabilities include all liabilities, costs and expenses related to the operation
of the U.S. based MediaReady business, including, without limitation, the
provision of any services or goods provided by MediaReady, Inc. or its employees
or consultants at any time prior to and after the Closing of the Acquisition
Agreement.
3. Aubel
shall provide MediaReady with signed copies of a release of liability from each
of the creditors or vendors who are included in the Assumed
Liabilities.
4. All
of the terms and provisions of this Assumption Agreement will be binding upon
Aubel and its successors and assigns and will inure to the benefit of the
MediaReady and its successors and assigns.
5. This
Agreement shall be governed by the laws of the State of Florida, without regard
to conflicts of law principles thereunder.
6. This
Assumption Agreement is being delivered in connection with the Closing under the
Acquisition Agreement and is made subject to the provisions of the Acquisition
Agreement. In the event of any conflict or inconsistency between this
Assumption Agreement and the Acquisition Agreement, this Assumption Agreement
shall be the controlling document.
7. This
Assumption Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, each of
the parties has caused this Assumption Agreement and Assignment to be executed
as of the date and year first set forth above.
/s/ Xxxxx
Xxxxx
Xxxxx
Xxxxx
