ASSIGNMENT AND ASSUMPTION OF
SPECIFIED LIABILITIES
THIS ASSIGNMENT AND ASSUMPTION, made as of the 3rd day of May, 2000, by and
between AURA CERAMICS, INC., a Delaware corporation ("Seller"), and ALPHA
CERAMICS, INC., a Minnesota corporation ("Buyer").
WHEREAS, Buyer, Seller and Aura Systems, Inc., a Delaware corporation, have
entered into that certain Asset Purchase Agreement dated as of February 29, 2000
(the "Asset Purchase Agreement");
WHEREAS, the Asset Purchase Agreement provides that Buyer is to acquire all of
the assets of Seller, other than the "Retained Assets" (as such term is defined
in Section 2.2 of the Asset Purchase Agreement); and
WHEREAS, the Asset Purchase Agreement provides that Buyer is to assume certain
specified liabilities of Seller as set forth in Section 2.3 of the Asset
Purchase Agreement.
NOW, THEREFORE, in consideration of the transactions as described in the Asset
Purchase Agreement, and other good and valuable consideration, the receipt,
sufficiency and mutuality of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. ASSUMPTION. Buyer hereby assumes and agrees to pay according to their terms
all of the "Assumed Liabilities", as that term is defined in Section 2.3 of the
Asset Purchase Agreement.
2. RETAINED LIABILITIES. Seller shall remain unconditionally liable for all
"Retained Liabilities", which term is defined in Section 2.3 of the Asset
Purchase Agreement as all obligations, liabilities and commitments of Seller,
presently existing or contingent arising out of events or circumstances
occurring on or prior to the Closing Date (as that term is defined in the Asset
Purchase Agreement). Buyer is not assuming or agreeing to pay or perform the
Retained Liabilities or any other liabilities, obligations or commitments of
Seller other than the Assumed Liabilities.
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SELLER:
Date: May ___, 2000 AURA CERAMICS, INC.
By:
Its:
By:
Its:
BUYER:
Date: May ____, 2000 ALPHA CERAMICS, INC.
By:
Xxxxx X. Xxxxxx
Its: President
