ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated this 1st day of
September, 1998, is by and among SCT HOLDINGS CORPORATION, a Delaware
corporation ("Assignor"), and SYSTEMS & COMPUTER TECHNOLOGY INTERNATIONAL
B.V., a private company with limited liability formed under the laws of the
Netherlands ("Assignee").
Background
WHEREAS, Assignor has entered into that certain Stock Purchase
Agreement dated September 1, 1998, (as the same may be further amended or
supplemented and in effect from time to time, the "Agreement"), pursuant to
which Assignor has the right to purchase all of the outstanding shares of
Fygir Logistic Information Systems B.V. (collectively, the "Shares"); and
WHEREAS, Assignor desires to assign and delegate to Assignee, and
Assignee desires to accept and assume, all of Assignor's rights to and
obligations under the Agreement upon the terms, and subject to the conditions,
set forth herein.
NOW, THEREFORE, in consideration of the premises and the agreements
herein contained and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Defined Terms.
All defined terms used herein that are not herein defined,
shall have the meaning ascribed to them in the Agreement.
2. Assignment and Delegation.
Assignor hereby absolutely and irrevocably grants,
transfers, conveys and assigns to Assignee all of its right, title and
interest to and under the Agreement, including, without limitation, its right
to purchase the Shares.
3. Acceptance and Assumption.
Assignee hereby accepts all of Assignor's rights, title and
interest in, to and under the Agreement, and Assignee hereby assumes
responsibility for all of Assignor's obligations, agreements, responsibilities
and undertakings of whatever nature arising under or related to the Agreement.
Execution
4. Further Assurances.
The parties hereto shall, following the date hereof, take
all actions, and execute and deliver all documents reasonably necessary or
appropriate to effectuate the assignment and assumption contemplated hereby.
5. Governing Law.
This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania without giving effect to the conflicts of law
rules in that jurisdiction.
6. Entire Agreement; Amendments.
This Agreement constitutes the final, entire agreement among
the parties hereto and supersedes all prior and contemporaneous commitments,
agreements, representations and understanding, whether written or oral,
relating to the subject matter hereof. The provisions of this Agreement may be
amended or waived only by a written instrument signed by the parties hereto.
7. Due Authorization.
Each of the parties hereby represents and warrants that the
person executing this Agreement on its behalf is duly authorized to execute
this Agreement and that this Agreement constitutes a valid and binding
obligation enforceable according to its terms.
IN WITNESS WHEREOF, the parties have set their hands and seals to
this Agreement as of the date first written above.
SCT HOLDINGS CORPORATION SYSTEMS & COMPUTER TECHNOLOGY
as Assignor INTERNATIONAL B.V.
as Assignee
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer Title: Managing Director
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Execution
