Exhibit 10.20
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is dated
effective as of August 31, 1996 (the "Effective Date) by and between The
Orthodontic Management Effectiveness Group of America, LLC ("Assignor") and
Omega Orthodontics, Inc. ("Assignee").
WITNESSETH THAT:
WHEREAS, Assignor is a party under those certain contracts
described on Schedule 1.4 attached hereto and incorporated herein by this
reference (the "Contracts");
WHEREAS, for good and valuable consideration and pursuant to a
certain Asset Purchase Agreement dated of even date herewith by and between
Assignor and Assignee (the "Asset Purchase Agreement") and a General Xxxx of
Sale and Assignment by Assignor in favor of Assignee, Assignor desires to assign
all of its rights and interests with respect to the Contracts to Assignee and
Assignee desires to accept such assignment and assume all rights and obligations
of Assignor under the Contracts.
NOW, THEREFORE, in consideration of the foregoing and the following
covenants and agreements, the parties agree as follows:
1. Assignment. Assignor hereby assigns and transfers all of its right,
title, and interest in and under the Contracts to Assignee, its successors and
assigns.
2. Assumption. Assignee hereby assumes the performance of all the terms,
covenants, and conditions of the Contracts to be performed, from and after the
Effective Date, by Assignor as a party under the Contracts.
3. Representations. Assignor represents, warrants and covenants to Assignee
as follows (all of which representations, warranties and covenants shall survive
this Assignment):
a. The Assignor is not in default under the terms of any of the Contracts;
b. No other person or entity has any rights to or under the Contracts
(other than the named parties thereto); and
c. The Assignor shall do nothing to impair or defeat this Assignment.
4. Indemnification by Assignor. Assignor hereby agrees to indemnify and
hold Assignee harmless from and against any and all losses, claims, or damages,
including costs and reasonable attorney's fees, arising directly or indirectly,
out of (i) any default under any of the Contracts arising on or prior to the
date of this Assignment, and (ii) the breach of any obligation by Assignor
contained herein.
5. Indemnification by Assignee. Assignee hereby agrees to indemnify and
hold Assignor harmless from and against any and all losses, claims, or damages,
including costs and reasonable attorney's fees, arising directly or indirectly,
out of (i) any default under any of the Contracts arising after the Effective
Date, and (ii) the breach of any obligation by Assignee contained herein.
6. Miscellaneous. This Assignment may be executed in one or more
counterparts and all such counterparts shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Assignment as of the date first above written.
WITNESS: OMEGA ORTHODONTICS, INC.
/s/ Xxxxx Xxxxxxx By: /s/ X. X. Xxxxxxxx
________________________ _________________________
Name: X. X. Xxxxxxxx
Title: President
THE ORTHODONTIC MANAGEMENT
EFFECTIVENESS GROUP OF AMERICA,
LLC
/s/ Xxxxx Xxxxxxx By: /s/ X. X. Xxxxxxxx
________________________ _________________________
Name: X. X. Xxxxxxxx
Title: Manager
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SCHEDULE 1.4 -- THE CONTRACTS
Agent Agreement: Glovsky/Mayflower
Ancillary Agreements:
Xxxxx Xxxxx
Xxxxxx Xxxxxxxxxx
Xxx Xxxxxx
Xxxxxx Xxxxx
Xxxxx Xxxx
Xxx Xxxxxxx
Xxxxx Xxxxxxxxxxx
Consulting Services Agreements
Xxxxx Xxxxx
Xxxxxx Xxxxxxxxxx
Xxx Xxxxxx
Xxxxxx Xxxxx
Xxx Xxxxxxx
Xxxxxx Xxx
Xxxxx Xxxx
Xxxxx Xxxxxxxxxxx
Agreement/Working Arrangements with Consultants
Xxxx Xxxxxxxx: Books at reduced rates plus $100 per month per practice
served; Scheduling at reduced rate -- $2,500 per
practice
Xxxxx Xxxxxxx: $2,500 per in Practice Seminar, $300 per month for
coaching
Xxx Xxx: $1,000 per practice survey
Xxxxxx Xxxxx: $500 per month plus materials for promotional programs
for practices
Facilities -- Agreements to use home offices as company facilities
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