ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”)
is
made and entered into effective as of June 16, 2005 (the “Effective
Date”)
by and
among NURSES
PRN, LLC,
a
Florida limited liability company (“Company”)
and
NURSES
PRN ACQUISITION CORP.,
a
Nevada corporation (“Purchaser”).
WHEREAS,
pursuant to that certain Asset Purchase Agreement, dated June 16, 2005, by
and
among the Purchaser, the Company, Medical Staffing Solutions, Inc. Xxxxx
Xxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx (the “Purchase
Agreement”),
the
Purchaser is purchasing certain assets of the Company, in partial consideration
for which, the Purchaser will assume certain of the Company’s liabilities, as
provided herein, and
WHEREAS,
this Agreement is made subject to all of the terms, conditions, and provisions
of the Purchase Agreement, including without limitation, the provisions thereof
pertaining to the respective indemnification rights of the Purchaser and
the
Company. Capitalized terms not otherwise defined herein shall have the same
meanings as in the Purchase Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants contained in the Purchase
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the Purchaser and the Company hereby agree as follows:
1. Effective
as of the Closing, the Company hereby assigns, transfers, and delivers to
the
Purchaser, and the Purchaser hereby assumes and agrees to perform, pay or
discharge, when due, all liabilities, obligations and commitments arising
out
of, resulting from, or relating to the Assumed Liabilities.
2. This
Agreement shall be binding upon, and inure to the benefit of, the parties
hereto
and their respective successors and assigns.
3. This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Florida.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
|
COMPANY
|
PURCHASER
|
|
NURSES
PRN, LLC
|
NURSES
PRN ACQUISITION CORP.
|
|
By:/s/
Xxxxxx Xxxxxx
|
By:
/s/ Xx. Xxxxxxxxxx X. Xxxxx
|
|
Xxxxxx Xxxxxx, President |
Xx. Xxxxxxxxxx X. Xxxxx, President |
