1
EXHIBIT 10.79
This ASSUMPTION AGREEMENT ("Assumption Agreement"), dated as
of January 12, 1999 is executed by and between Toledo Pickling &
Steel Sales, Inc., an Ohio corporation ("Seller"), and TPSS
Acquisition Corporation, an Ohio corporation ("Purchaser").
RECITALS:
WHEREAS, on the terms and subject to the conditions set
forth in the Asset Purchase Agreement dated as of December 31,
1998 between the Seller and the Purchaser (the "Asset Purchase
Agreement"), Purchaser has agreed to assume and pay, discharge or
perform, as appropriate, certain liabilities and obligations of
Seller ("Assumed Liabilities");
WHEREAS, on the Closing Date hereof, in accordance with the
terms of the Asset Purchase Agreement, Purchaser is assuming the
Assumed Liabilities of the Seller and will pay, discharge or
perform such Assumed Liabilities as consideration for the
purchase of the Assets;
NOW, THEREFORE, the parties agree as follows:
1. Recitals. Each of the above recitals is incorporated
herein as a term and provision of this Assumption Agreement.
2. Defined Terms. All capitalized terms used in this
Assumption Agreement shall have the meanings ascribed to such
terms in the Asset Purchase Agreement unless otherwise
specifically defined herein.
3. Assumption of Liabilities. The Purchaser hereby
expressly assumes and agrees to pay, discharge or perform all of
the Seller's obligations with respect to the Assumed Liabilities
as set forth in Section 1.4(a) (including, without limitation,
those liabilities set forth on Schedule 1.4(a)) of the Asset
Purchase Agreement. Purchaser and Seller agree that the Excluded
Liabilities are beyond the scope of this Assumption Agreement and
any assumption of such liabilities is expressly disclaimed by
Purchaser hereunder.
4. Representations and Warranties. Seller does hereby
represent and warrant to the Purchaser, and covenants and agrees,
that other than as set forth in the Asset Purchase Agreement,
Seller is not in default of any of it obligations constituting
part of the Assumed Liabilities
5. Further Assurances. The parties hereto agree that at
any time and from time to time, after the execution of this
Assumption Agreement upon the request of the other party hereto
to execute, acknowledge and deliver, or to cause to be done,
executed or acknowledged and delivered all such further acts,
assignments, transfers, conveyances, and assurances as may be
required for the consummation of the transactions contemplated
hereby.
2
6. Governing Law. This Assumption Agreement shall be
governed by and construed in accordance with the internal laws of
the State of Ohio.
7. Waiver. No waiver of a breach of, or default under,
any provisions of this Assumption Agreement, or failure to
enforce any right or privilege hereunder, shall be deemed a
waiver of such provision or of any subsequent breach or default
of the same or similar nature or of any other provision or
condition of this Assumption Agreement, or as a waiver of any of
such provisions, rights or privileges hereunder.
9. Amendment. This Assumption Agreement may not be
changed orally, but only by an instrument in writing signed by
all the parties hereto.
10. Headings. The heading of the sections and subsections
contained in this Assumption Agreement are inserted for
convenience only and do not form a part or affect the meaning
thereof.
11. Entire Agreement. This Assumption Agreement shall be
binding upon the parties hereto and their successors and assigns.
This Assumption Agreement may only be amended by written
instrument executed by each of the parties hereto.
IN WITNESS WHEREOF, each of the parties hereto has caused
this Assumption Agreement to be executed by their duly authorized
officers as of the date first above written.
SELLER:
Toledo Pickling & Steel Sales, Inc.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxx
----------------
Title: President
---------
PURCHASER:
TPSS Acquisition Corporation
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxx
-----------------
Title: President
---------
