ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit
99.2
This
Assignment and Assumption Agreement
(this
“Agreement”) is entered into this 18th day of November, 2008, by and between
ESCO
Acquisition Corporation, a
Nebraska corporation (the “Assignee”), and Luther
Capital Management, LLC, a
Nebraska limited liability company, (the “Assignor”). The Effective Date of this
Agreement shall be the date of consent by the Sellers under the Share Purchase
Agreement.
A. The
Assignor entered into a Share Purchase Agreement, dated December 31, 2007,
to
purchase ninety-seven percent (97%) of the issued and outstanding shares
of
ESCO, Inc., a Nevada corporation, from the shareholders of ESCO, Inc. (the
“Sellers”).
B. The
Assignor desires to assign all of its right, title and interest under the
Share
Purchase Agreement to the Assignee and the Assignee desires to accept such
assignment and assume any of the obligations thereunder.
Now
Therefore,
in
consideration of good and valuable consideration, the receipt and legal
sufficiency of which is hereby acknowledged, the Assignor and the Assignee
hereby agree as follows:
1. The
Assignor hereby transfers, assigns and conveys to the Assignee, and its
successors and assigns, all of the Assignor’s right, title and interest in and
to, and any and all liabilities under the Share Purchase Agreement, and the
Assignee hereby assumes the Assignor’s obligations and liabilities under the
Share Purchase Agreement, as of and from the Effective Date free and clear
of
any and all claims obligations, restrictions, liens or encumbrances, whatsoever.
The Assignor represents and warrants it has free and clear title and ownership
free and clear of any and all claims, obligations, restrictions, liens, or
encumbrances whatsoever.
2. The
Assignor hereby agrees to indemnify the Assignee and hold the Assignee harmless
from and against any and all damages, costs and expenses (including without
limitation reasonable attorneys’ fees, expenses and court costs) arising from or
related to the Assignor’s action concerning or any obligation of the Assignor
under the Share Purchase Agreement accruing prior to the Effective
Date.
3. The
Assignee hereby agrees to indemnify the Assignor and hold the Assignor harmless
from and against any and all damages, costs and expenses (including without
limitation reasonable attorneys’ fees, expenses and court costs) arising from or
related to the Assignee’s action concerning or any obligation of the Assignee
under the Share Purchase Agreement accruing on or after the Effective
Date.
4. The
recitals set forth above are hereby incorporated herein as if an integral
part
of this Agreement.
5. The
parties shall take such further actions on and after the Effective Date to
further assure compliance with the terms and conditions of this Agreement
and
the assignment contemplated herein, including, but not limited to, executing
such other documents and agreements related to the assignment of the same
and
the immediate delivery to the Assignee of any of the same received by the
Assignor on or after the Effective Date.
6. This
Agreement shall be binding upon, and inure to the benefit of, the parties
hereto
and their respective successors and assigns.
In
Witness Whereof,
the
parties hereto have caused this Agreement to be duly executed and delivered
effective as of the date stated above.
|
Luther
Capital Management, LLC, Assignor,
|
ESCO
Acquisition Corporation, a Nebraska corporation, Assignee,
|
|
/s/
Xxxxxxx X. Xxxxxx, Member
|
/s/
Xxxxxxx X. Xxxxxx,
President
|
2
Consent
The
Sellers under the Share Purchase Agreement hereby consent to the assignment
of
the Share Purchase Agreement by the Assignor to the Assignee. Assignor shall
remain liable for and obligated under the Share Purchase Agreement without
regard to this Assignment and the consent of the Sellers.
Dated
this _____ day of ________________, 2008.
|
________________________________
Xxxxxxx
X. Xxxxx
|
________________________________
Xxxxxx
X. Xxxxxxx
|
|
CVS
Operations Group Limited Partnership
________________________________
Xxxxxxx
X. Xxxxxxxxxx, its ___________
|
________________________________
Xxxxxx
X. Xxxxxxx
|
|
________________________________
Xxxxxxx
Xxxxxx
|
________________________________
Xxxxxx
X. Xxxxxxxx
|
|
________________________________
Xxxxxx
X. Xxxxxxxxx
|
________________________________
Xxxxxxx
X. Xxxxxxx
|
|
________________________________
Xxxx
Xxxxxx
|
________________________________
Xxxxxxx
X. Xxxxxx
|
|
________________________________
Xxxx
X. Xxxxxx
|
________________________________
Xxxx
X. Xxxxxxx
|
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