EXHIBIT 10.8
ASSUMPTION AGREEMENT
Reference is hereby made to that certain Goodwill Purchase Agreement dated
as of May 22, 2001 (the "Agreement") by and among Check Solutions Company, a New
York general partnership ("Check Solutions"), Xxxx Xxxxxxxxxxx, a resident of
Tennessee ("Xxxxxxxxxxx") and Xxxxxx X. Xxxxxx, a resident of Tennessee
("Xxxxxx" and, together with Xxxxxxxxxxx, collectively referred to as the
"Sellers"). Unless otherwise defined herein, all capitalized terms used herein
shall have the same meanings ascribed to them in the Agreement.
In order to consummate the acquisition (the "Acquisition") of Check
Solutions by Xxxxxxxx Corporation, a Delaware corporation ("Xxxxxxxx"), Xxxxxxxx
desires to assume the obligations of Check Solutions to pay the Purchase Price
to the Sellers as specified in the Agreement. Furthermore, Xxxxxxxx and the
Sellers each to desire to modify the timing and medium of payments of the
Purchase Price otherwise required by the Agreement.
Accordingly, by their respective signatures below, each Seller and
Xxxxxxxx hereby consent, contingent upon the consummation of the Acquisition, to
the following amendments to the Agreement:
1. Xxxxxxxx hereby assumes the obligation of Check Solutions to pay the
Purchase Price specified in the Agreement.
2. From and after the effective date of the Acquisition:
(a) The term "Buyer" in the Agreement shall mean Xxxxxxxx.
(b) The second, third and fourth sentences of Section 1 of the
Agreement are hereby deleted, and the following is inserted in lieu thereof:
"In exchange for the Goodwill and subject to the terms and conditions of
this Agreement, the Buyer agrees to pay to the Sellers the total sum of
Eight Million Eight Hundred Eighty Thousand and 00/100 Dollars
($8,880,000.00) for all of the Goodwill (the "Purchase Price") in four (4)
equal monthly installments of Two Million Two Hundred Twenty Thousand and
00/100 Dollars ($2,220,000.00), with the first payment being due and
payable on January 2, 2002, and the remaining payments being due on
February 1, 2002, March 1, 2002, and April 1, 2002. Each monthly
installment of the Purchase Price shall be payable to the Sellers in
either cash, fully registered shares of the common stock of Xxxxxxxx
("Shares"), or a combination thereof as determined in the discretion of
Xxxxxxxx. Any cash payment required hereunder shall be made in immediately
available funds. The number of Shares to be delivered, should Xxxxxxxx
elect to pay any installment portion in Shares, shall be computed by
dividing the remaining payment amount by the closing sale price of
Xxxxxxxx'x common stock as reported by the NASDAQ National Market for the
last trading day immediately preceding the scheduled installment due date.
The Purchase Price shall be allocated between each Seller in accordance
with Schedule A, which is attached hereto and incorporated herein by
reference, and each installment payment shall be divided between each
Seller in proportion therewith."
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3. Xxxxxxxx and the Sellers hereby confirm, ratify and approve the
Agreement, as amended hereby, and thethe Agreement, as amended hereby, shall
continue in full force and effect.
4. Each signatory hereby agrees that this document may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This document shall
become effective as of the date specified below, upon the execution by each of
the signatories of at least one counterpart hereof, and it shall not be
necessary that any single counterpart bear the signatures of all signatories.
The execution and delivery of this document by delivery of a facsimile bearing
the facsimile signature of a party hereto shall constitute a valid and binding
execution and delivery of this document by such party, and that facsimile copies
shall constitute enforceable original documents.
DATED: June 6, 2001.
XXXXXXXX CORPORATION
By: Xxxxxxx X. Xxxxxx
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Its: Executive Vice President
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SELLERS:
Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
J. Xxxx Xxxxxxxxxxx
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J. Xxxx Xxxxxxxxxxx
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