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EXHIBIT 10.57
ASSIGNMENT AND
ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made
as of January 31, 1996 between ECP HOLDINGS, INC., an Oklahoma corporation
("Assignor"), and XXXXXX COMMUNICATIONS ASSOCIATES, L.L.C., a Colorado limited
liability company ("Assignee").
WITNESSETH
WHEREAS, Assignor owns a partnership interest in HALCYON
COMMUNICATIONS PARTNERS, an Oklahoma limited partnership (the "Partnership");
WHEREAS, Assignor, the other partner of the Partnership and
Assignee have entered into an Agreement of Purchase and Sale of Partnership
Interest dated as of the date hereof (the "Purchase Agreement") providing for
the sale by Assignor of a portion of Assignor's partnership interest in the
Partnership (such portion of such interest is defined in the Purchase Agreement
as, and shall be referred to hereinafter as, the Assignor's "Purchased
Interest") and the assumption by Assignee of all liabilities and obligations of
Assignor by virtue thereof; and
WHEREAS, the execution and delivery of this Agreement for the
purpose of effecting such sale and such assumption has been authorized in all
respects as required by law;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the consideration specified in the Purchase
Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Assignment of Transferred Interests. Assignor by this
instrument does convey, sell, transfer, assign and deliver the Assignor's
Purchased Interest to Assignee, without any representation or warranty of any
nature whatsoever, except as may be expressly set forth in the Purchase
Agreement.
2. Assumption of Obligations with Resect to Transferred
Interests. Assignee hereby assumes, and agrees to indemnify Assignor for and
hold Assignor harmless from and against, all liabilities and obligations of any
nature whatsoever existing or arising under the Partnership's limited
partnership agreement or applicable law by virtue of the ownership of the
Assignor's Purchased Interest, whether accrued or unaccrued, known or unknown,
disclosed or undisclosed and whether now existing or hereafter arising.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized signatories in their
respective names, all as of the day and year first above written.
ASSIGNOR:
ECP HOLDINGS, INC
ATTEST: By: /s/ XXXXXXX X. XXXXX
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/s/ XXXXXX X. XXXXXXXXXX Name: XXXXXXX X. XXXXX
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Title:
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ASSIGNEE:
XXXXXX COMMUNICATIONS
ASSOCIATES, L.L.C.
ATTEST By: /s/ XXXXX X. XXXXXX
/s/ XXX X. XXXXXX ------------------------------
------------------------------ Xxxxx X. Xxxxxx, Member
2-12-96 2-12-96
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