ASSIGNMENT AND ASSUMPTION AGREEMENT
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AGREEMENT dated as of June 11, 2001 by and between Spectrum Organic
Products, Inc., a California corporation ("Seller") and Acirca, Inc., a Delaware
corporation ("Buyer").
W I T N E S S E T H:
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WHEREAS, Buyer and Seller have entered into an Asset Purchase Agreement
dated as of June 11, 2001 (the "Asset Purchase Agreement"); and
WHEREAS, subject to the terms and conditions contained in the Asset
Purchase Agreement, Seller desires to sell, transfer and assign to Buyer, and
Buyer desires to acquire from Seller and accept the assignment from Seller of,
the Purchased Assets (terms with initial capital letters used herein without
definition have the meanings given in the Asset Purchase Agreement);
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, Seller and Buyer, intending to be legally bound, hereby
agree as follows:
1. Xxxx of Sale. Effective as of the close of business on the date hereof,
Seller does hereby assign, transfer and set over to Buyer, upon the terms and
conditions set forth in the Asset Purchase Agreement, all of its right, title
and interest in and to the Purchased Assets.
2. Assumption. The Buyer hereby assumes, subject to the terms and
conditions of the Asset Purchase Agreement, all liabilities that arise from or
relate to Buyer's ownership of the Business or Buyer's ownership, possession or
use of the Purchased Assets, including obligations and liabilities arising under
the Assigned Contracts, after the Closing pursuant to the Asset Purchase
Agreement. Provided, however, that the Buyer does not assume and is not liable
for any Retained Liabilities.
3. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to the conflicts rules thereof to the extent such conflicts rules would
require the application of the law of another jurisdiction.
4. Further Assurances. Each of Buyer and Seller shall do and perform, or
cause to be done and performed, all such further acts and things and shall
execute and deliver any and all such further instruments and documents as the
other party may reasonably request in order to carry out the intent and to
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
5. Amendments. This Agreement may not be amended, modified, altered, or
supplemented other than by means of a written instrument duly executed and
delivered on behalf of each of the Buyer and the Seller.
6. Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one and the same document.
[signatures appear on following page]
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed in their respective company names by their respective duly authorized
officers, all as of the day and year first written above.
SPECTRUM ORGANIC PRODUCTS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
CEO and Chairman of the
Board
ACIRCA, INC.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Chief Financial Officer
and Secretary
