Exhibit 10.33
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 1, 1996, by and
between PENCOM SYSTEMS INCORPORATION, a New York corporation ("PSI"), and PSW
TECHNOLOGIES, INC., a Delaware corporation ("PSI"). All capitalized terms used
and not otherwise defined herein shall have the meaning ascribed to such terms
in the Agreement (as defined below).
WHEREAS, PSW and PSI have concurrently herewith entered into an Asset
Contribution Agreement of even date herewith (the "Agreement");
WHEREAS, pursuant to the Agreement, PSI has agreed to assign to PSW the
PSW Assets, and PSW has agreed to assume certain liabilities and obligations of
PSI related to the PSW Assets;
NOW, THEREFORE, in consideration of the foregoing, PSI and PSW agree as
follows:
1. (a) PSI does hereby sell, transfer, assign and deliver to PSW all of
the right, title and interest of PSI in, to and under the PSW Assets.
(b) PSW does hereby accept all the right, title and interest of PSI
in, to and under all of the PSW Assets, and PSW agrees to perform and discharge
promptly and fully when due all of the Assumed Liabilities.
2. This Agreement shall be construed in accordance with and governed by
the law of the State of New York.
3. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
PENCOM SYSTEMS INCORPORATED
By:___________________________
Name:
Title:
PSW TECHNOLOGIES, INC.
By:___________________________
Name:
Title:
