Exhibit 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made effective as
of the 30th day of June, 2006, between Aventura Holdings, Inc., a Florida
corporation ("Seller") and Xxxxx X. Xxxxxxx, an individual ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller currently holds 100% of the outstanding member units (the
"Units") in Aventura Networks, LLC, a Florida limited liability company
("Networks"); and
WHEREAS, Seller desires to sell, convey, assign, transfer and deliver to
Buyer all of the Units in exchange for Buyer's assumption of any and all
liabilities of Seller associated with the ownership and/or operation of Networks
(the "Liabilities");
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Assignment of the Units. Seller hereby transfers, assigns and sets over
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unto Buyer all of Seller's right, title and interest in and to the Units.
2. Assumption of the Liabilities. Buyer hereby assumes and agrees to pay,
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or cause to be paid when due, or otherwise discharge, the Liabilities. Except
as set forth herein, Buyer assumes no other debts, obligations or liabilities of
Seller whatsoever.
3. Miscellaneous. This Agreement and all of the terms and provisions hereof
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shall be binding upon and inure to the benefit of Seller and Buyer and their
respective successors and assigns.
IN WITNESS WHEREOF, Company and Buyer have caused this Agreement to be duly
executed and delivered as of the date first above written.
AVENTURA HOLDINGS, INC.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
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By: Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, an individual
Its: President
