EXHIBIT 10(s)
Assignment, Assumption and Consent Agreement dated as of January 27, 1997 by and
among Xxxxxx Medical Distribution, Xxxx Bros.
Enterprises and the Company.
ASSIG14MENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of January 27, 1997, by and
among Xxxxxx-Field Express (Dallas), Inc., a Delaware corporation ("Buyer"), and
Xxx Xxxxxxxx, an individual doing business as a sole proprietor under the name
"Xxxxxx Medical Distributors" ("Seller").
W I T N E S S E T H:
WHEREAS, pursuant to a certain Asset Purchase Agreement, dated as of
January __, 1997 (the "Purchase Agreement") by and between Buyer and Seller,
Buyer has acquired the business of the Seller;
WHEREAS, in partial consideration for the transactions contemplated by the
Purchase Agreement, Buyer has agreed to assume, pay, perform, and discharge
certain liabilities and obligations of Seller under and pursuant to the Purchase
Agreement; and
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Purchase Agreement.
2. Assignment and Transfer. Seller hereby grants, transfers, sells,
conveys, assigns and delivers to Buyer all of its right, title and interest in
and to all of the Assets, TO HAVE AND TO HOLD the same unto its successors and
assigns forever. The assets include each of the assets, properties, rights and
claims described in Section 1.01 of the Purchase Agreement. Seller warrants that
it has conveyed title to the Assets as set forth in the Purchase Agreement. It
is expressly understood that this instrument is intended solely to restate, and
not in any manner to amend, modify, enlarge or limit any warranties or
agreements contained in, the Purchase Agreement.
3. Power of Attorney. Seller hereby irrevocably constitutes and
appoints Buyer, its successors and assigns, its true and lawful attorney, with
full power of substitution, in its name or otherwise, and on behalf of Seller,
or for its own use, to claim, demand, collect and receive at any time and from
time to time any and all assets, properties, claims, accounts and other rights,
tangible or intangible, hereby sold, transferred, conveyed, assigned or
delivered, or intended so to be sold, transferred, conveyed, assigned or
delivered and to prosecute any claim relating to any thereof, whether at law or
in equity and, upon discharge thereof, to complete, execute and deliver any and
all necessary instruments of satisfaction and release.
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4. Assumptigm. Buyer hereby assumes and undertakes to pay, perform
and otherwise discharge, as the same become due in accordance with their
respective terms, the Assumed Liabilities as set f xxxx in Schedule 1. 02 (a) of
the Purchase Agreement, and Buyer hereby indemnities and holds Seller harmless
from payment, performance or other liability related to the Assumed Liabilities
as set forth in Section 1.02(a) of the Purchase Agreement.
5. Effect of Instrument. Except for the Assumed Liabilities
expressly assumed by Buyer under the terms of Section 4 above, Buyer is not
assuming nor shall in any way be liable, directly or indirectly, for any other
obligation or liability of, or any litigation or claim against, Seller of any
nature whatsoever. Buyer and Seller acknowledge that this instrument is intended
solely to restate, and not in any manner to modify, amend, enlarge, or limit the
liabilities and obligations being assumed by Buyer under the terms of the
Purchase Agreement.
IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed on its behalf by a duly authorized officer all as of the date
first written:
XXXXXX-FIELD EXPRESS
(DALLAS), INC.
By:_______________________
Name:__________________
Title:_________________
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