ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made effective the 25th day of February, 1999
BETWEEN:
ABDE HOLDINGS LTD., a company duly incorporated
pursuant to the laws of the Province of British
Columbia and having its registered office located at
#0000 - 00000 Xxxxxxxxx Xxx Xxxxxxxx, Xxxxxxx
Xxxxxxxx X0X 0X0
(the "Assignor")
AND:
579782 B.C. LTD., a company duly incorporated
pursuant to the laws of the Province of British
Columbia and having its registered office located at
#000 - 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx X0X 0X0
(the "Assignee")
WHEREAS:
A. The Assignee is a wholly owned subsidiary of the Assignor;
B. Pursuant to the terms of an IVR Platform Service Agreement between
Telus Communications Inc. ("Telus") and Revere Communications Inc.
("Revere") dated June 16, 1998 (the "IVR Agreement") Revere agreed to
provide certain services to Telus;
C. Pursuant to the terms of an Assignment and Amending Agreement made
January 12, 1999 between Revere, the Assignor and Telus Revere assigned
all of its right, title and interest in and to the IVR Agreement to the
Assignor; and
D. The Assignor now wishes to assign to the Assignee, all of its right,
title and interest in and to the IVR Agreement, and the Assignee is
willing to accept the assignment on and subject to there terms and
conditions hereof.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the sum of
$1.00 now paid by the Assignee to the Assignor, the receipt and sufficiency
whereof is hereby acknowledged by the Assignor, the parties hereto agree as
follows:
1. The Assignor does hereby assign to the Assignee all of its right, title and
interest in and to the IVR Agreement and all benefits to be derived therefrom
subject to the covenants, provisions and conditions on the part of the Assignor
therein contained.
2. The Assignee agrees to perform the obligations of the Assignor in accordance
with the terms of the IVR Agreement and be bound to Telus in accordance with the
terms and conditions of the IVR Agreement.
3. The Assignor represents and warrants to the Assignee that:
(a) the Assignor is entitled to assign the IVR Agreement and
has obtained all necessary consents to such assignment;
(b) the Assignee may enjoy the rights and benefits derived under the
IVR Agreement without interruption by the Assignor or any party
claiming through the Assignor;
(c) there are no contra accounts, set-offs or counterclaims
whatsoever against the Assignor with respect to the assignment
contemplated hereby;
(d) the Assignor is not in receipt of any deposits or prepayments of
any sums payable under the IVR Agreement; and
(e) the Assignor has not previously assigned, postponed or
encumbered in any manner its right, title and interest in and to
the IVR Agreement or any portion thereof.
4. The IVR Agreement and all covenants, provisios, powers and matters and
things whatsoever therein contained shall continue to be in full force and
effect except only as amended herein.
5. This Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their respective successors and assigns.
6. This Agreement shall be governed by the laws of the Province of
Alberta.
7. The parties hereto acknowledge that they have each received independent
legal advice with respect to the terms of this Agreement and the
transactions contemplated herein or have knowingly and willingly elected
not to do so. The parties hereto further acknowledge that this Agreement
has been prepared by Century Capital Management Ltd. as a convenience to
the parties only, and that Century Capital Management Ltd. has not
provided any of the parties hereto with any professional advice with
respect to this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement effective as
of the day and year first above written.
ABDE HOLDINGS LTD.
By:
Authorized Signatory
579782 B.C. LTD.
By:
Authorized Signatory
THE HEREIN ASSIGNMENT IS CONSENTED TO
pursuant to section 14.1 of the IVR Agreement
this day of February, 1999
TELUS COMMUNICATIONS INC.
By:
Authorized Signatory
