ASSIGNMENT AND ASSUMPTION AGREEMENT
For value received, XXXXXX X. XXXXXXXX, M.D., MEDICAL CORPORATION d/b/a
A.V. WESTERN MEDICAL GROUP, INC., a California corporation (hereinafter
"Assignor"), hereby assigns, transfers, sets over and delivers to Pegasus
Medical Group, Inc., a California professional corporation (hereinafter
"Assignee"), all right, title and interest Assignor may have in and to those
certain contracts, leases, liabilities and obligations (hereinafter
"Obligations") as described in that certain agreement between Assignor and
Assignee entitled "Asset Purchase Agreement" of even date herewith (hereinafter
"Purchase Agreement"). A copy of said Agreement is attached hereto and
incorporated herein by reference.
By this Assignment, which shall be effective as of 12:00 midnight on the
Closing Date under the Purchase Agreement, Assignor hereby delegates to Assignee
all of it duties and obligations of performance under each and every Obligation
set forth in said Contracts (as such term is defined in the Purchase Agreement)
and Assignee hereby agrees to perform any and all other Obligations required to
be performed by Assignor (other than the payment of indebtedness incurred prior
to the Closing Date) pursuant to the terms of each Obligation pursuant to such
Contracts, at the time and in the manner as required thereby and shall be bound
by all other terms, covenants and conditions contained therein, all with the
same force and effect as if Assignee were originally names as a party therein
prorated as of the Closing Date.
By accepting this Assignment, Assignee agrees to assume all of the
Obligations (other than the payment of indebtedness incurred prior to the
Closing Date) and to indemnify and hold Assignor and its employees, agents,
officers, directors, representatives and legal representatives, harmless from
and against any and all costs, expenses, losses, liabilities, damages or
claims, including attorneys' fees, resulting from non-performance of any of
the duties arising under the Obligations accrued after 12:00 midnight on the
Closing Date under the Purchase Agreement.
Assignor agrees to indemnify and hold Assignee and its employees, agents,
officers, directors, representatives and legal representatives, harmless from
and against any and all costs, expenses, losses, liabilities, damages or
claims, including attorneys' fees, resulting
from non-performance of any of the duties arising under the Obligations
accrued before 12:00 midnight on the Closing Date under the Purchase Agreement.
ASSIGNOR:
XXXXXX X. XXXXXXXX, M.D.,
MEDICAL CORPORATION d/b/a
A.V. WESTERN MEDICAL GROUP, INC.
By /s/ J. Xxxxxx Xxxx, Pres.
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ASSIGNEE:
PEGASUS MEDICAL GROUP, INC.
By /s/ Xxxxx X. Xxxxxx, M.D.
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