Exhibit 2.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
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ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of April 30 1999,
between BUSINESS INTERNET, INC., a Delaware corporation having an office at 0
Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 ("Assignor") and DIGEX, INCORPORATED, a
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Delaware corporation having an office at 0 Xxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx
00000 ("Assignee").
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RECITALS
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WHEREAS, Assignor and Assignee have entered into a Contribution
Agreement dated as of the date hereof (the "Contribution Agreement"), pursuant
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to which Assignor is transferring to Assignee, among other things, all of
Assignor's right, title and interest under the Acquired Contracts, as such term
is defined in the Contribution Agreement; and
WHEREAS, the parties desire that Assignor assign to Assignee all of
Assignors' rights, title and interest in and to the Acquired Contracts and that
Assignee assume all of Assignor's liabilities and obligations thereunder arising
on or after the date hereof
NOW THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the parties hereby agree as follows;
1. Assignor hereby assigns and transfers to Assignee, all of
Assignor's rights, title and interest in and to the Acquired Contracts.
2. Assignee hereby accepts such transfer and assumes and agrees to
perform when due all of the liabilities and obligations of Assignor under the
Acquired Contracts arising on or after the date hereof.
3. This agreement constitutes the legal, valid and binding obligations
of Assignor and Assignee enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this instrument as of
the date first written above.
BUSINESS INTERNET, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer and
Assistant Secretary
DIGEX INCORPORATED
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President and Chief
Executive Officer
