Exhibit 10(c)
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT made as of the 5th day of March,
1998 (the "Agreement") between Gator Telecom, Inc., a Florida corporation (the
"Assignor"), and Guardian International, Inc., a Nevada corporation (the
"Assignee"). All terms not otherwise defined in this Agreement shall have the
meanings assigned to them in the Asset Purchase Agreement (the "Asset
Agreement") dated as of March 5, 1998 among the Assignor, the Assignee, Xxx
Xxxxxxxx and Xxxxx Xxxxxxxx.
RECITALS
A. Pursuant to the Asset Agreement, Assignor agreed to sell, convey,
and assign to Buyer the Acquired Assets, including the Assumed Liabilities.
B. Assignee has agreed to accept assignment of the Acquired Assets and
to assume the obligations of the Assignor under the Assumed Liabilities.
AGREEMENT
1. ASSIGNMENT. Assignor hereby sells, assigns, transfers, conveys, and
sets over to Assignee all of its rights, benefits, privileges, title and
interest in and to the Acquired Assets.
2. ASSUMPTION. The Assignee hereby fully and completely succeeds to,
assumes and agrees to pay, perform and discharge, in accordance with their
terms, all liabilities and obligations of Assignor under the Assumed Liabilities
after the Closing Date of the transactions contemplated by the Asset Agreement
(including obligations and liabilities arising in connection with the
installation of alarm systems and maintenance of alarm systems) and to indemnify
and hold Assignor harmless from all liabilities and obligations of Assignor
under the Assumed Liabilities after the Closing Date.
3. BENEFITS; BINDING EFFECT. This Agreement shall inure to the benefit
of, and shall be binding upon, the parties hereto and their respective
successors and assigns. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any person other than
the parties hereto and their respective personal representatives, legal
representatives, successors, and assigns, any rights or remedies under or by
reason of this Agreement.
4. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to conflicts of
law principles.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement
as of the day and year first above written.
GATOR TELECOM, INC.
By: /s/ XXX XXXXXXXX
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Xxx Xxxxxxxx, President
GUARDIAN INTERNATIONAL, INC.
By: /s/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx, President
and Chief Executive Officer
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