ASSUMPTION OF LIABILITIES
THIS ASSUMPTION OF LIABILITIES is made this ____ day of
_________, 1997 by and between Microcare, Inc., an Indiana
corporation ("Seller No. 1"), Microcare Computer Services, Inc.,
an Indiana corporation ("Seller No. 2") and Xxxxxxx Computer
Resources, Inc., a Delaware corporation, ("Purchaser").
WHEREAS, pursuant to an Asset Purchase Agreement dated July 24th,
1997 (the "Agreement") by, between and among Purchaser and Seller
Xx. 0, Xxxxxx Xx. 0 and Xxxxxx X. Xxxxxxxxxx, Purchaser wishes to
assume certain obligations of Seller No 1 and Seller No. 2;
NOW, THEREFORE, pursuant to the Agreement and in consideration of
the premises, and for good and valuable consideration, the
receipt of which is hereby acknowledged;
1. Assumption of Liabilities of Seller No. 1
Purchaser hereby accepts, assumes and agrees to pay and
perform the obligations of Seller No. 1 as set forth on Exhibit
"1" attached hereto and made a part hereof. Purchaser agrees to
indemnify and hold Seller No. 1 harmless from any liability with
respect to such assumed obligations.
2. Assumption of Liabilities of Seller No. 2
Purchaser hereby accepts, assumes and agrees to pay and
perform the obligations of Seller No. 2 as set forth on Exhibit
"1" attached hereto and made a part hereof. Purchaser agrees to
indemnify and hold Seller No. 2 harmless from any liability with
respect to such assumed obligations.
3. Excluded Liabilities
Purchaser shall not assume or be liable for any liabilities
of Seller No. 1 and/or Seller No. 2 not listed on Exhibit "1"
attached hereto and made part hereof.
4. The Agreement
Nothing contained in this Assumption of Liabilities shall be
deemed to supersede, restrict, impair, diminish, enlarge or
expand in any respect any of the obligations, agreements,
covenants or warranties of Seller No. 1, Seller No. 2 or
Purchaser contained in the Agreement. All terms used in this
Assumption of Liabilities shall have the meaning defined in the
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Assumption of Liabilities to be executed in their names on the
date first above written.
MICROCARE, INC., an Indiana
corporation
By: _____________________________
Xxxxxx X. Xxxxxxxxxx,
President
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MICROCARE COMPUTER SERVICES,
INC., an Indiana corporation
By: _____________________________
Xxxxxx X. Xxxxxxxxxx,
President
XXXXXXX COMPUTER RESOURCES, INC.,
a Delaware corporation
By: _____________________________
STATE OF OHIO )
) SS:
COUNTY OF XXXXXXXX )
The foregoing instrument was acknowledged before me this
____ day of ________, 1997 by Xxxxxx X Xxxxxxxxxx, President of
Microcare, Inc. an Indiana corporation, on behalf of the
corporation.
_________________________________
NOTARY PUBLIC
STATE OF OHIO )
) SS:
COUNTY OF XXXXXXXX )
The foregoing instrument was acknowledged before me this
____ day of ________, 1997 by Xxxxxx X Xxxxxxxxxx, President of
Microcare Computer Services, Inc. an Indiana corporation, on
behalf of the corporation.
_________________________________
NOTARY PUBLIC
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STATE OF OHIO )
) SS:
COUNTY OF XXXXXXXX )
The foregoing instrument was acknowledged before me this
____ day of _______, 1997 by ______________________, _________ of
Xxxxxxx Computer Resources Inc., a Delaware corporation, on
behalf of the corporation.
_________________________________
NOTARY PUBLIC
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71055
EXHIBIT "1"
ASSUMED LIABILITIES OF
MICROCARE, INC.
1. Purchaser shall pay off the debt on certain vehicles
being transferred to it in the amount of $12,457.48 as of
the date hereof and shall assume Seller No. 1's deferred
service contract liability in the amount of $31,405.00 as of July
24, 1997.
2. Purchaser shall assume and pay, perform and discharge
when due all of Seller No. 1's employees' accrued vacation time,
which on the date of July 24, 1997 is $13,357.38.
3. Purchaser shall assume and pay, perform and discharge
when due the following:
(a) All the obligations and liabilities of Seller No. 1 and
Seller No. 2 arising after the Closing under the contracts
described in Sections 2.2 and 2.3 of the Agreement; and
(b) Seller No. 1's obligations and liabilities under
executory contracts arising after the Closing relating to Seller
No. 1's Yellow Pages advertisements (projected to cost Twelve
Thousand Six Hundred Eighteen Dollars ($12,618.00) for the period
August, 1997 through July, 1998) and Centrix agreements.
(c) All product warranty liabilities and obligations of
Seller No. 1 arising after Closing with respect to products
assembled, manufactured, distributed or sold on or prior to the
Closing Date up to a maximum aggregate liability of $2,000.00.
(d) All future liabilities for merchandise in transit
F.O.B. shipping point which has not been received and/or entered
into inventory by Seller No. 1 or Seller No. 2 as of the Closing
and for which no xxxx has been posted by Seller No. 1 or Seller
No. 2 as of Closing.
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