ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is entered into as of
the day of 14th day of January, 2000 and among XXXX XXXXXXX TELEPHONE, INC., a
corporation (the "Assignor), and METHOD PRODUCTS CORP., a Florida corporation
(the "Assignee").
WHEREAS, Assignor desires to assign certain of its assets to Assignee
provided Assignee agrees to assume certain liabilities of Assignor on the terms
and conditions set forth herein; and
WHEREAS, Assignee desires to acquire certain of Assignor's assets and
is amenable to assuming certain liabilities of Assignor on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. The foregoing recitals are true and correct.
2. Effective as of January 14, 2000, Assignor assigns, transfers and
sets over unto Assignee all of Assignor's right, title and interest in and to
the assets set forth on Schedule A attached hereto and made a part hereof
(collectively, the "Assets"). Any and all consents required of any third parties
in connection with the assignment and transfer of the Assets to Assignee are
attached hereto and made a part hereof.
3. Effective as of January 14, 2000, Assignee assumes and agrees to
pay those obligations of Assignor set forth on Schedule B attached hereto and
made a part hereof (collectively, the"Liabilities").
4. Assignor represents and warrants to the Assignee as of the date
of this Agreement that: (a) the Assets are owned by the Assignor free and clear
of any and all liens, claims, and/or encumbrances and that the execution of this
Agreement and the performance of Assignor's obligations hereunder will not, with
the passing of time or otherwise, cause any third party, including BUT NOT
LIMITED to any governmental authority, to have a claim upon or otherwise
encumber any of said Assets; (b) the execution of this Agreement by Assignor and
the performance by Assignor of its rights and obligations hereunder has been
duly authorized by all necessary corporate action on the part of Assignor and
approved by all of the shareholders of Assignor entitled to vote thereon, which
shareholders are Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx; (c) Assignee
has since its inception accurately prepared and timely filed all United States
income tax returns and all state and municipal tax returns that have been
required to be filed by it, and has paid or made provisions for the payments of
all taxes that have become due pursuant to such returns,
including but not limited to payroll and sales taxes. The United States income
tax returns of Assignor have not been audited by the Internal Revenue Service
("IRS") nor has the IRS made inquiry of, reviewed or otherwise investigated
same. No deficiency, assessment, or proposed adjustment of Assignor's United
States income tax or state or municipal taxes is pending and Assignor does not
have any knowledge of any proposed liability for any tax to be imposed upon
Assignor's properties or assets; (d) there is no litigation or claims pending or
threatened against Assignor or any of its assets nor is there any basis to
believe that any such litigation will be commenced or otherwise threatened; and
(e) Assignor agrees not to utilize or attempt to utilize the creditors of
Assignor set forth in Schedule B for the purposes of establishing any further
credit facilities with such creditors, however such credit facilities may be
characterized, without the express prior written consent of Assignee, which
consent may be withheld in Assignee's sole and absolute discretion.
5. Any notices desired or otherwise required to be given hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first class registered or certified mail, return
receipt requested, via telecopier or via overnight delivery service by a
nationally recognized carrier to (lie parties at their last known addresses (or
telecopier numbers).
6. No waiver by any party of the observance of any term or breach of
this Agreement shall be construed as a waiver of any subsequent non-observance
or breach of that term or any other term of the same or a different nature.
7. The term of this Agreement shall expire upon the transfer of
Assets to and the assumption of Liabilities by Assignee. Notwithstanding the
foregoing, the rights, obligations, representations and warranties of the
parties shall continue to survive subsequent to the expiration of such term.
8. This Agreement shall be deemed to be made in, governed by and
construed in accordance with the laws of the State of Florida without regard to
any conflict of law principles. Any action and/or proceeding relating to or
arising out of this Agreement shall be brought in the federal and/or state
courts located in Broward County, Florida. The prevailing party in any such
action and/or proceeding shall be entitled to recover from the other party its
reasonable attorneys' fees and costs from the other party.
9. The parties to this Agreement acknowledge that they have each
carefully read and reviewed this Agreement with their respective counsel, and
therefore, agree that the rule of construction that ambiguities shall be
construed against the drafter of the document shall not be applicable.
10. This Agreement shall be binding upon and shall inure to the
benefit of the respective successors and permitted assigns of the parties
hereto. This Agreement shall not be assigned or amended in any manner without
the prior written consent of the parties hereto. This Agreement shall not be
assigned or amended in any manner without the prior written consent of the
parties hereto. This Agreement supercedes all prior agreements, arrangements and
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understandings between the parties hereto, including but not limited to the
letter of intent between the parties dated December 2, 1999.
11. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
This Agreement has been executed by the parties hereto as of the date
and year first above written.
ASSIGNOR: ASSIGNEE:
XXXX XXXXXXX TELEPHONE, INC. METHOD PRODUCTS CORP.
By: K. XXXXXX XXXXXXX, PRESIDENT By: XXXX XXXXXXXXX,
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CEO
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SCHEDULE "A"
1. The complete client base of Xxxx Xxxxxxx Telephone, Inc.
2. Xxx Xxxxx Xxxxxxx 0000 Xxx#0x0xx00x0xx000000
3. One laptop computer (which was purchased with the Circuit City credit card)
4. Any Inventory and or equipment
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SCHEDULE "B"
1. Nations Bank Credit Line
2. Nations Bank Visa (corporate)
3. First USA ($1590)
4. Associates National Bank ($675)
5. Circuit City ($964)A09-
6. Staples
7. Wave Tech Vendor
8. All.tell Supply Vendor
9. A-1 Teletronics Vendor
10. Progressive Tech Services Vendor
11. North Gate Shell ($400) 1//
12. Xxxxxxxx X. Xxxxxx Xx. CPA ($250)
