AGREEMENT OF ASSIGNMENT AND ASSUMPTION OF LIABILITIES
EXHIBIT
2.3
This
AGREEMENT OF ASSIGNMENT AND ASSUMPTION OF LIABILITIES dated as of June 30,
2006,
is entered into by and between Petals Decorative Accents, LLC, a Delaware
limited liability company (“Petals”)
and
ImmunoTechnology Corporation, a Delaware corporation (“Immuno”).
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Contribution Agreement as (defined below).
RECITALS
WHEREAS,
pursuant to that certain Contribution Agreement dated as of the date hereof
(the
“Contribution
Agreement”)
by and
between Petals and Immuno, Immuno has agreed to purchase the Acquired Assets
in
exchange for the consideration specified therein and the assumption by Immuno
of
the Assumed Liabilities;
NOW,
THEREFORE, in consideration of the foregoing and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto hereby agree as follows:
1. Assumption.
Pursuant to Section
2.3
of the
Contribution Agreement and subject to the terms and conditions provided therein,
Immuno hereby assumes, and agrees to pay, perform, fulfill and discharge all
liabilities and obligations of the Assumed Liabilities, whether known or
unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued,
or due or to become due, including but not limited to all liabilities and
obligations of Petals under the Assumed Contracts. Immuno shall pay all
recording charges and fees applicable to the recordation of instruments of
transfer including without limitation, all stamp duties and all costs of
obtaining or transferring any permits, registrations, applications and other
tangible and intangible properties.
2. Covenant
of Immuno.
Immuno
hereby covenants that, anytime or from time to time after the date hereof,
at
Petal’s reasonable request and without further consideration, Immuno will do,
execute, acknowledge and deliver, or will cause to be done, executed,
acknowledged and delivered, all such further acts and instruments which Petals
may reasonably request in order to effectuate the assumption of liabilities
and
obligations contemplated hereby and in the Contribution Agreement.
3. Binding
Effect of Agreement.
This
Agreement shall be binding upon Immuno and its successors and assigns effective
as of the date hereof.
4. Governing
Law.
This
Agreement shall be governed by and construed and enforced exclusively in
accordance with the laws of the State of Delaware, without giving effect to
the
principles of conflicts of laws thereof.
5. Counterparts.
This
Agreement may be executed in counterparts, each of which shall be deemed to
be
an original and all of which shall constitute one and the same
agreement.
IN
WITNESS WHEREOF, the parties hereto have made and executed this Agreement as
of
the day and year first above written.
PETALS
DECORATIVE ACCENTS, LLC
By:
/s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
President
IMMUNOTECHNOLOGY
CORPORATION
By:
/s/
Xxxx
X. Xxxxxxxxx
Xxxx
X.
Xxxxxxxxx
President
