ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT and Assumption Agreement ("Assignment") is
made this 24th day of July, 1997 by and between MICROCARE, INC.,
an Indiana corporation ("MI"), and MICROCARE COMPUTER SERVICES,
INC., an Indiana corporation ("MCI"), and XXXXXXX COMPUTER
RESOURCES, INC., a Delaware corporation ("Purchaser").
WHEREAS, pursuant to an Asset Purchase Agreement, dated July
24th, 1997 (the "Agreement"), by and between MI and MCI and
Xxxxxx X. Xxxxxxxxxx, Purchaser wishes to assume MI's and MCI's
rights, benefits and privileges of certain contracts, and MI and
MCI are desirous of assigning to Purchaser all of their rights,
benefits and privileges in certain contracts;
NOW, THEREFORE, in consideration of the foregoing and the
agreements and covenants herein set forth, and other good and
valuable consideration paid by Purchaser to MI and MCI, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
ASSIGNMENT:
1. MI and MCI do hereby sell, assign, transfer and convey to
Purchaser, to the extent legally permitted, the contracts set
forth on Exhibit "A" attached hereto, and all of MI's and MCI's
rights, interest, benefits and privileges thereunder.
ADDITIONAL ACTION BY MI AND MCI:
2. To the extent this Assignment does not result in a complete
transfer of the contracts to Purchaser because of a prohibition
in the contracts against MI's and MCI's assignment of any of its
rights thereunder, MI and MCI shall cooperate with Purchaser in
any reasonable manner proposed by Purchaser to complete the
acquisition of the contracts and MI's and MCI's rights, benefits
and privileges thereunder in order to fulfill and carry out MI's
and MCI's obligations under the Agreement. Such additional
action may include, but is not limited to: (i) entering into a
subcontract between MI and MCI and Purchaser which allows
Purchaser to perform MI's and MCI's duties under the contracts
set forth on Exhibit "A" and to enforce MI's and MCI's rights
thereunder; (ii) The sale of MI's and MCI's stock owned by Xxxxxx
X. Xxxxxxxxxx to Purchaser on terms to which the parties may
mutually agree to allow Purchaser to operate MI and MCI as a
wholly owned subsidiary to enforce the contracts; or (iii)
entering into a new multi-party agreement with the customers
identified in the contracts set forth on Exhibit "A" which allows
Purchaser to perform MI's and MCI's obligations and enforce MI's
and MCI's rights under the contracts.
ASSUMPTION OF OBLIGATIONS:
3. Purchaser shall be responsible for the performance and
discharge of all the duties and obligations of MI contained in
the contracts set forth on Exhibit "A" upon the earlier to occur
of: (i) the completion of the assignment of the contracts and
MI's rights, interest, benefits and privileges thereunder; or
(ii) in accordance with any proposed transaction contemplated or
set forth in Paragraph 2 hereof.
BINDING EFFECT:
4. All of the covenants, terms and conditions set forth herein
shall be binding upon and shall inure to the benefit of the
parties hereof and their respective successors and assigns.
E-9
IN WITNESS WHEREOF, the parties have executed this
Assignment as of the date first above written.
Witnesses: MICROCARE, INC.
________________________
________________________ By:
_______________________________
Xxxxxx X. Xxxxxxxxxx,
President
MICROCARE COMPUTER SERVICES, INC.
________________________
________________________
By:_______________________________
Xxxxxx X. Xxxxxxxxxx,
President
XXXXXXX COMPUTER RESOURCES, INC.
________________________
________________________
BY:________________________________
E-10
