Exhibit 10.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT made as of the 30th day of April, 2011,
BETWEEN:
AMERICAN MINING CORPORATION, a corporation existing under the laws of Nevada and
having a registered office at 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx,
Xxxxxx 00000 ("Vendor"),
AND
THRUST ENERGY CORP., a corporation existing under the laws of Nevada having a
registered office at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx 00000
("Purchaser").
WHEREAS by an Asset Purchase Agreement dated April 18, 2011 (the "Purchase
Agreement") made between Vendor and Purchaser, the Vendor agreed to transfer to
Purchaser and Purchaser agreed to purchase, the Assets and Purchaser agreed to
assume all obligations of the Vendor that arise after the Closing Date in
respect of the Contracts.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants herein contained and other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged by each of the parties)
the parties hereto covenant and agree as follows:
1. DEFINITIONS. All terms that are defined in the Purchase Agreement that
are used and capitalized in this Agreement shall have the respective meanings
specified in the Purchase Agreement except as otherwise defined herein.
2. ASSIGNMENT. The Vendor hereby absolutely assigns, conveys, transfers and
sets over unto the Purchaser,
(a) all of Vendor's right, title and interest in and to the Leasehold
Property;
(b) all of Vendor's right, title and interest in and to the Technical Data;
(c) all of Vendor's right, title and interest in and to the Equipment;
(d) all of Vendor's right, title and interest in and to the Contracts;
(e) any and all payments due or accruing due or at any time after the
Closing Date to become due to Vendor under the Contracts; and
(f) the benefit of all guarantees, warranties, indemnities and covenants
made or given by the parties to the Contracts other than the Vendor,
with full power and authority to xxx for damages for breach of any warranty or
covenant or for specific performance of covenants in the name of the Vendor.
3. ASSUMPTION BY THE PURCHASER. As of the Closing Date, Purchaser does
hereby assume those obligations and liabilities of Vendor under the Contracts
that are to be paid, satisfied, discharged, performed or fulfilled after the
Closing Date and that did not arise directly or indirectly as a result of a
default occurring prior to the Closing Date (which obligations and liabilities
are herein called the "Assumed Obligations") and covenants and agrees with
Vendor that from the Closing Date Purchaser will pay, satisfy, discharge,
perform and fulfill all the Assumed Obligations.
4. VENDOR TO HOLD PROPERTY INTERESTS IN TRUST. Should any property or right
intended to be transferred hereunder not be transferred to Purchaser at the
Closing, Vendor will hold such property or right as bare trustee in trust for
and at the sole cost (without any premium) of Purchaser from the Closing Date
until such property or right is effectually transferred.
5. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia and of Canada
applicable to the Province of British Columbia.
6. FURTHER ASSURANCES. Each of the parties shall at all times hereafter
execute and deliver all such further documents and instruments and shall do such
further acts and things as may be reasonably required to give full effect to
this Agreement.
7. INUREMENT. This Agreement shall Inure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.
8. COUNTERPARTS. This Agreement may be executed in counterparts and when
each party has executed a counterpart each of such counterparts shall be deemed
to be an original and all of such counterparts when taken together shall
constitute one and the same agreement.
9. EXECUTION. This Agreement may be executed and delivered by facsimile.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above written.
AMERICAN MINING CORPORATION
By:/s/ Xxxx XxxXxxxxx
Xxxx XxxXxxxxx
President
THRUST ENERGY CORP.
By:/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
President
