Exhibit 10.15
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated March 4, 2005, among CLARION SENSING
SYSTEMS ACQUISITION CORP., a New Jersey corporation ("Buyer") and CLARION
SENSING SYSTEMS, INC., an Indiana corporation ("Seller").
RECITALS:
Seller and Buyer have entered into an Asset Purchase Agreement, dated
as of , 2005, (the "Purchase Agreement"; capitalized terms used and not
otherwise defined herein have the meaning given such terms in the Purchase
Agreement).
Pursuant to the Purchase Agreement Buyer has agreed to assume certain
liabilities and obligations of Seller.
The execution and delivery of this Agreement by Buyer is a condition to
the obligations of Seller to consummate the transactions contemplated by the
Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
and covenants set forth herein and in the Purchase Agreement, the Buyer and the
Seller hereby agree as follows:
1. Assumption of Liabilities. Subject to Section 2, the Buyer hereby
assumes and agrees to pay, perform and discharge when due, the Assumed
Liabilities.
2. Excluded Liabilities. Except to the extent of the Assumed
Liabilities described in Section 1, Seller shall retain, and shall pay, perform
and discharge when due, and Buyer does not assume and shall have no
responsibility for, any and all Liabilities of Seller.
3. No Rights in Third Parties. Nothing expressed or implied in this
Assumption Agreement is intended to confer upon any person, other than Buyer and
Seller and their respective successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Assumption Agreement.
4. Successors and Assigns. This Assumption Agreement shall bind and
inure to the benefit of Seller and Buyer and their respective successors and
assigns, however, this Assumption Agreement shall not be assigned by any party
hereto, by operation of law or otherwise, without the prior written consent of
the other parties hereto.
5. Counterparts. This Assumption Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.
6. Governing Law. This Assumption Agreement shall be governed by, and
construed in accordance with, the laws of the State of New Jersey applicable to
contracts executed and to be performed entirely within that State.
IN WITNESS WHEREOF, Buyer and Seller have caused this Assumption
Agreement to be executed as of the date first written above by their respective
representatives hereunto duly authorized.
CLARION SENSING SYSTEMS
ACQUISITION CORP.
By:
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Xxxxxx Xxxxxxxxx, President
CLARION SENSING SYSTEMS, INC.
By:
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X. Xxxxxx Harmless II, President
