EXHIBIT 10(b)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered
into on this 9th day of May, 1997, by and between ASTeX/CPI Acquisition Corp.
("AAC"), a Massachusetts corporation and Converter Power, Inc. ("CPI"), a
Massachusetts corporation.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, CPI hereby assigns and transfers to AAC all of its
right, title and interest, powers, remedies, benefits, options and privileges
in, to and under, at law and in equity, all contract, leases, instruments,
licenses, and other agreements described in Section 1.1 of the Asset Purchase
Agreement by and among Applied Science and Technology, Inc., AAC, ILC
Technology, Inc. and CPI (the "Contracts"). Nothing in this Agreement shall be
construed to be a modification of, or limitation on, any provision of the Asset
Purchase Agreement, including the representations and warranties set forth
therein.
Subject to the terms and conditions of the Asset Purchase Agreement and
the Escrow Agreement (as defined in the Asset Purchase Agreement), AAC hereby
assumes and agrees to pay, perform and discharge when due, the duties,
liabilities and obligations of CPI in accordance with the terms of Section 2.4
of the Asset Purchase Agreement. AAC agrees to defend, indemnify and hold
harmless CPI (including any director, officer, employee representative or agent)
and their successors, assigns or legal representatives, from and against any and
all damages, losses, costs, expenses or liabilities suffered or incurred by CPI
resulting from AAC's failure to pay, perform or discharge when due, in whole or
in part, the duties, liabilities and obligations arising subsequent to the date
hereof under the Contracts.
IN WITNESS WHEREOF, the parties have executed this Assignment and
Assumption Agreement on the date set forth above.
CONVERTER POWER, INC. ASTEX/CPI ACQUISITION CORP.
By: By:
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Duly Authorized Duly Authorized
