Exhibit 8
ASSET TRANSFER AND ASSUMPTION OF LIABILITIES AGREEMENT
THIS ASSET TRANSFER AND ASSUMPTION OF LIABILITIES AGREEMENT is made as of
the 4th day of November, 2003, by and between MICRO INTERCONNECT
TECHNOLOGY, INC., a Nevada corporation having a business address of 00
Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx ("MITR"), and EPIC RESEARCH COMPANY,
INC., a New Hampshire corporation having a business address of 00 Xxxxxxx
Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx, ("XXXX") and agree as follows:
WHEREAS, MITR desires to transfer and assign to EPIC all of its assets of
every kind and description (except for the capital stock of EPIC) in
exchange for EPIC's assumption of, and indemnification of MITR against,
all of MITR's obligations and liabilities of every kind and description;
and
WHEREAS, EPIC desires to assume, and indemnify MITR against, all of MITR's
obligations and liabilities of every kind and description in exchange for
EPIC's receipt of all of MITR's assets of every kind and description
(except for the capital stock of Epic);
NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants contained herein, and for other good and valuable consideration,
the receipt, adequacy and legal sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:
1. Transfer and Assignment of Assets. Except for the capital stock of
EPIC held by MITR, MITR hereby sells, assigns, conveys, transfers and
delivers to EPIC, on an "AS IS, WHERE IS" basis, all of MITR's right,
title, and interest in and to all of MITR's property and assets, real,
personal or mixed, tangible and intangible, of every kind and description,
wherever located (the "Assets") including, but not limited to the
following:
a. Tangible Personal Property: all equipment, inventory, parts,
supplies, fixtures, written plans and designs, research and development
reports and records, logs, guides, and manuals;
b. Intangible Personal Property: all accounts receivable, bank
and investment accounts, telephone lines and numbers, email and telecopy
addresses, websites and domain names, goodwill, customer/client and
supplier lists, referral sources, licenses, permits, governmental
authorizations, pending applications for governmental authorizations,
patents, copyrights, trade names, trademarks, designs, know-how, trade
secrets, and other intellectual property, and ownership interests in other
entities (warrants, options, stock, membership, partnership);
c. Contracts & Agreements: all contracts, agreements, leases,
notes due MITR, outstanding offers or solicitations made by or to MITR to
enter into any contract or agreement, including but not limited to those
specified below:
i. Exclusive License Agreement dated March 31, 1998
between MITR and N. Xxxxxx Xxxx;
ii. Lease Agreement between MITR and Xxxx Xxxx for facility
at 00 Xxxxxxx Xxxx Xxxx, Xxxxxxx, Xxx Xxxxxxxxx, as renewed and amended;
and
iii. Agreement between MITR and ACG Advisors, LLC and ACG
Securities, LLC dated September 26, 2001.
2. Assumption of Liabilities. EPIC hereby assumes, and agrees to
observe and perform all of the duties, obligations, terms, provisions and
covenants of, all of MITR's burdens, obligations and liabilities of every
nature and kind, whether liquidated or contingent, xxxxxx or inchoate,
known or unknown, including but not limited to MITR's accounts payable,
vendor claims, notes payable, accrued salaries and benefits, taxes, fines
and penalties, accrued expenses, employment matters, stock option plans,
employment contracts, debt, subordinated debt, warranties and other
customer claims, actions and proceedings, pending or threatened, and
claims, whether or not presently asserted, arising out of, relating to or
connection with MITR's assets and business prior to the transaction
consummated hereunder (the "Assumed Liabilities"). The Assumed Liabilities
shall include but not be limited to MITR's liabilities and obligations
under, in connection with or related to the following:
a. All Notes Payable from MITR to N. Xxxxxx Xxxx;
b. Lease Agreement between MITR and Xxxx Xxxx for facility at 00
Xxxxxxx Xxxx Xxxx, Xxxxxxx, Xxx Xxxxxxxxx, as renewed and amended;
c. Exclusive License Agreement dated March 31, 1998 between MITR
and N. Xxxxxx Xxxx;
d. Agreement between MITR and ACG Advisors, LLC and ACG
Securities, LLC dated September 26, 2001;
e. MITR's 1998 Stock Option Plan;
f. Taxes for periods prior to or through the date of this
Agreement;
g. Filings required to be made with the Securities and Exchange
Commission for periods prior to or through the date of this Agreement;
h. Any claims by shareholders, warrant holders, or option holders
on account of actions by or on behalf of MITR taken through the time and
date of this Agreement, the transaction contemplated hereunder or the
subsequent distribution of the EPIC capital stock held by MITR to its
shareholders, including but not limited to claims made by Xxxx X. XxXxxx
and Growth Ventures, Inc. Profit Sharing Plan and Trust; and
i. All business activities engaged in by MITR prior to the date
of this Agreement.
3. Payment of Certain Accrued Expenses. EPIC agrees to pay all amounts
owed by MITR as of the date of this Agreement to legal counsel,
accountants, brokers, transfer agents, and vendors and suppliers with the
proceeds ($165,000.00) EPIC receives from N. Xxxxxx Xxxx pursuant to a
Subscription Agreement of even date.
4. Indemnification. EPIC hereby agrees to indemnify and hold harmless
MITR and its directors, officers, managers, members, agents and employees,
(each, an "Indemnified Person") from and against any losses, claims,
damages or liabilities (or actions or proceedings in respect thereof)
("Damages") to which such Indemnified Person may become subject in
connection with any of the Assumed Liabilities, and will reimburse any
Indemnified Person for all expenses (including reasonable counsel and
expert fees) as they are incurred by any such Indemnified Person in
connection with any Assumed Liability, including through investigating,
preparing or defending any action or proceeding, whether pending or
threatened, and whether or not such Indemnified Person is a party hereto.
a. Notice. The Indemnified Party shall give prompt written
notice ("Indemnification Notice") to EPIC after discovery by the
Indemnified Party of any matters giving rise to a claim for
indemnification or reimbursement under this Agreement; provided, however,
that the failure to give such notice shall not relieve EPIC of liability
hereunder except to the extent that it is actually prejudiced by such
failure.
b. Contested Claims. In the event that EPIC advises the
Indemnified Party that it will contest a claim for indemnification
hereunder, or fails, within thirty (30) days of receipt of any
Indemnification Notice to notify, in writing, the Indemnified Party of its
election to defend, settle or compromise, at its sole cost and expense,
any action or claim (or discontinues its defense at any time after it
commences such defense), then the Indemnified Party may, at its option,
defend, settle or otherwise compromise or pay such action or claim. In any
event, unless and until EPIC elects in writing to assume and does so
assume the defense of any such claim or action, the Indemnified Party's
reasonable costs and expenses arising out of the defense, settlement or
compromise of any such action or claim shall be Damages subject to
indemnification hereunder.
c. Reasonable Cooperation. The Indemnified Party shall
reasonably cooperate with EPIC in connection with any negotiation or
defense of any such action or claim by EPIC and shall furnish to EPIC all
information reasonably available to the Indemnified Party which relates to
such action or claim. EPIC, if the defending party, shall keep the
Indemnified Party fully apprised at all times as to the status of the
defense or any settlement negotiations with respect thereto. If EPIC
elects to defend any such action or claim, then the Indemnified Party
shall be entitled to participate in such defense with counsel of its
choice at its sole cost and expense. If EPIC does not assume the defense,
the Indemnified Party shall keep EPIC fully apprised at all times as to
the status of the defense or any settlement negotiations. Payment of
indemnification amounts hereunder shall be made to the person specified by
the Indemnified Party. Anything in this Section 4 to the contrary
notwithstanding, no person shall, without each of the parties' prior
written consent, settle or compromise any claim or consent to entry of any
judgment in respect thereof which imposes any future obligation on any
other party or which does not include, as an unconditional term thereof,
the giving by the claimant or the plaintiff to the other parties, a
release from all liability in respect of such claim.
5. Further Actions. Each of the parties hereto covenants and agrees,
at its own expense, to execute and deliver, at the request of the other
party hereto, such further instruments of transfer and assignment and to
take such other action as such other party may reasonably request to more
effectively consummate the assignments and assumptions contemplated by
this Agreement.
6. Choice of Law. This Agreement shall be construed in accordance
with, and governed in all respects by, the internal laws of the State of
New Hampshire (without giving effect to principles of conflicts of laws).
7. Assignment; Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of MITR and its successors and assigns (if
any) and EPIC and its successors and assigns (if any).
8. Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the same shall be
deemed severed in such circumstances, and the other provisions of this
Agreement will remain in full force and effect.
9. Cooperation. Following the consummation of the transactions
contemplated hereunder, MITR and EPIC shall each provide the other with
such assistance, and shall cause their officers, directors and accountants
to provide such assistance, as may reasonably be requested by the other in
connection with (i) the preparation of any tax return or the conduct of
any audit or examination by any taxing authority, or (ii) the preparation
of any periodic report or other filing required to be made to the
Securities and Exchange Commission.
MITR shall put EPIC in possession of said Assets by delivering to it
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Asset Transfer and
Assignment of Liabilities Agreement to be executed by their duly
authorized officers on this 4th of November, 2003.
MICRO INTERCONNECT TECHNOLOGY, INC.
By: /s/ N. Xxxxxx Xxxx
N. Xxxxxx Xxxx, President
EPIC RESEARCH COMPANY, INC.,
By: /s/ N. Xxxxxx Xxxx
N. Xxxxxx Xxxx, President
