EXHIBIT G
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into this
31st day of May, 2000, among Baan Company B.V., a company organized under
the laws of The Netherlands ("Assignor"), and Invensys plc, a public
limited company organized under the laws of England and Wales ("Assignee").
WHEREAS, Assignor and Assignee desire to enter into that certain
offer agreement by and among Assignor, Assignee and certain of Assignee's
affiliates (the "Offer Agreement");
WHEREAS, Assignor has entered into a Termination and Standstill
Agreement (the "Termination Agreement") dated as of May 29, 2000 between
Assignor and Xxxxxxxx International Limited, a company organized under the
laws of the Cayman Islands ("Xxxxxxxx").
WHEREAS, the rights and obligations of Assignor under Section 4
of the Termination Agreement are freely transferable; and
WHEREAS, in order to induce Assignee and certain of Assignee's
affiliates to enter into the Offer Agreement, the parties hereto have
agreed to enter into this Assignment and Assumption Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee agree as follows:
1. Assignor, on behalf of itself and its affiliates, hereby
transfers and assigns to Assignee all of Assignor's and its affiliates'
right, title and interest, of whatever kind or nature, whether contingent
or absolute to purchase the Xxxxxxxx Shares pursuant to, and all other
rights under, Section 4 of the Termination Agreement (the "Rights").
2. Assignee hereby accepts the transfer and assignment of the
Rights and assumes and agrees to perform all obligations of Assignor in
connection with the Rights (including, without limitation, the payment of
the purchase price for the Xxxxxxxx Shares).
3. Assignor acknowledges and agrees that Assignee will have the
right to assign its rights hereunder to any direct or indirect wholly owned
subsidiary of Assignee; provided that no such assignment shall relieve
Assignee of its obligations under this Assignment and Assumption Agreement,
including, without limitation, its obligation to perform all obligations of
Assignor in connection with the Rights.
4. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Termination Agreement.
5. This Assignment and Assumption Agreement may be executed in
counterparts and shall be effective when each party has executed and
delivered a counterpart. All such counterparts together shall constitute
one and the same letter agreement. No term or provision of this Assignment
and Assumption Agreement may be waived, modified or amended unless both
parties have executed a written instrument evidencing the same.
6. This Assignment and Assumption Agreement shall be governed by
and construed in accordance with the laws of New York (without giving
effect to the principles of conflicts of law).
IN WITNESS WHEREOF, the undersigned have caused their duly
authorized officers to execute this Assignment and Assumption Agreement on
the date first above written.
Assignor:
--------
BAAN COMPANY N.V.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Interim CEO
Assignee:
--------
INVENSYS PLC
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Attorney in fact
