1
Exhibit 4.14
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of the 1st day of November
1995 by and between AMERICAN SHARED HOSPITAL SERVICES, a California
corporation, ("Assignor") and AMERICAN SHARED RADIOSURGERY SERVICES, a
California corporation ("Assignee").
RECITALS:
A. Assignee is a wholly-owned subsidiary of Assignor.
B. Assignor desires to Assign to Assignee that contract
between the Regents of the University of California dated July 3, 1990 and
amended August 1, 1995, a full copy of which is attached here as Exhibit A (the
"Contract").
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in consideration of the
premises and mutual covenants herein contained, the parties hereby agree as
follows:
1. ASSIGNMENT. Assignor hereby grants, conveys, transfers and
assigns to Assignee, its successors and assigns, all of Assignor's rights,
title and interest under, in and to the Contract:
2. ASSUMPTION OF LIABILITIES. Assignee hereby accepts the
grant, conveyance, transfer and assignment by Assignor to Assignee, its
successors and assigns, of all of Assignor's rights, title and interest under,
in and to the Contract, and hereby assumes and agrees to perform and discharge
all of Assignor's executory obligations arising under the Contract (the
"Assumed Contract Liabilities").
3. NO ASSUMPTION OF OTHER LIABILITIES. Except for the Assumed
Contract Liabilities identified in Section 2, Assignee does not assume, and
shall not in any manner become responsible or liable for, and Assignor shall
retain, pay, discharge and perform in full, all other debts, obligations or
liabilities of Assignor, whether known or unknown, fixed, contingent or
otherwise.
4. MISCELLANEOUS PROVISIONS.
4.1 FURTHER ASSURANCES. Assignor and Assignee agree,
at the other party's request, whether on or after the date hereof, and without
further consideration, that each shall execute and deliver any and all further
instruments and documents, and take such further actions, as the other party
may reasonably request or as may reasonably be required in order more
effectively to vest in Assignee all of Assignor's rights, title and interest
under, in and to the Contract, and to evidence Assignee's assumption of the
Assumed Contract Liabilities, or to otherwise carry out the provisions of this
Agreement.
2
4.2 BINDING EFFECT. All of the terms, provisions and
conditions of this Agreement shall be binding on, and shall inure to and be
enforceable by, the parties hereto and their respective successors and assigns.
4.3 GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the Laws of the State of California.
IN TESTIMONY WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
AMERICAN SHARED HOSPITAL SERVICES
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Title: Chairman Chief Executive Officer
----------------------------------------
("Assignor")
AMERICAN SHARED RADIOSURGERY SERVICES
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Title: President
-----------------------------------------
("Assignee")
3
ESTOPPEL CERTIFICATE AND CONSENT TO ASSIGNMENT
THIS ESTOPPEL CERTIFICATE AND CONSENT TO ASSIGNMENT (Certificate and
Consent") is given this 1st day of November, 1995 by The Regents of the
University of California ("University"). University certifies and consents to
the following:
1. CERTIFICATION OF COMPLIANCE. University hereby certifies that
the contract for services covered by the certain service contract ("Contract")
between University and American Shared Hospital Services ("American Shared"),
dated July 3, 1990 and amended August 1, 1995 a full copy of which is
attached hereto as Exhibit A, is valid and in full force and effect, and
represents the entire agreement between the parties thereto as of the date
hereof, that there is no existing default on the part of the parties in any of
the terms and conditions thereof, and no event has occurred which, with the
passing of time or giving of notice, or both, would constitute an event of
default. University hereby certifies that there are no known existing set-offs
or defenses against the enforcement of any of the terms, agreements, covenants,
conditions, and limitations of the Contract. The current fee schedule under
the Contract that American Shared is entitled to receive is attached hereto as
Exhibit B.
2. CONSENT TO ASSIGNMENT. University hereby consents to the
assignment of the Contract by American Shared to its wholly owned subsidiary
American Shared Radiosurgery Services (ASRS). Furthermore University hereby
consents to the assignment of the contract by ASRS to GK Financing, LLC
("GKF"), a Limited Liability Company in the proposed form set forth in the
Assignment and Assumption Agreement, dated October 17, 1995 between American
Shared and Buyer, a copy of which attached hereto as Exhibit C.
IN WITNESS WHEREOF, University has executed this Certificate
and Consent as of the date first written above.
The Regents of the University of California
By: /s/ Xxxxx Xxxxxxx 12/21/95
--------------------------------------------
Title: Senior Buyer
-----------------------------------------
("University")
