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EXHIBIT 8.10
ASSUMPTION AGREEMENT
THIS AGREEMENT, made and entered into as of the 11th day of November,
1998, by and between TEXAS TBS, INC., a Texas corporation whose address for
purposes of this Agreement is 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxx, Xxxxx
00000-0000; and TOTAL BUILDING SYSTEMS, INC. ("TBS" herein), a Texas corporation
whose address for purposes of this Agreement is 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000-0000; WITNESSETH THAT:
WHEREAS, TOTAL BUILDING SYSTEMS, INC. is merging with TEXAS TBS, INC.,
and TEXAS TBS, INC. will be the survivor of that merger, as provided in that
certain Plan of Merger of even date herewith by and between the parties hereto;
and
WHEREAS, TOTAL BUILDING SYSTEMS, INC. is an active business entity and
a going concern with debts and obligations to third parties, incurred in the
ordinary course of business and otherwise; and
WHEREAS, under Article 5.06 of the Texas Business Corporation Act, upon
the merger the existence of TOTAL BUILDING SYSTEMS, INC. will cease, and the
ownership of property and allocation of liabilities and obligations of TOTAL
BUILDING SYSTEMS, INC. will vest in and be allocated to TEXAS TBS, INC.;
NOW, THEREFORE, for and in consideration of the premises, and in
compliance with statutory authority, TEXAS TBS, INC. does hereby agree that upon
the filing of the Articles of Merger effecting the merger of TEXAS TBS, INC. and
TOTAL BUILDING SYSTEMS, INC.:
1. All rights, title, and interests to all real estate and other property
owned by Total Business Systems, Inc. shall, upon the filing of the
Articles of Merger, be allocated to and vested in Texas TBS, Inc.,
without reversion or impairment, without further act or deed, and
without any transfer or assignment having occurred, but subject to any
existing liens or other encumbrances thereon.
2. All liabilities and obligations of Total Business Systems, Inc. shall,
upon the filing of the Articles of Merger, be allocated to Texas TBS,
Inc., and Texas TBS, Inc. shall be the primary obligor therefor to the
extent that Total Business Systems, Inc. was the primary obligor before
the filing of these articles, including without limitation the
following:
a. The mortgage debt secured by deed of trust covering the real
property described in Exhibit A attached hereto and made a
part hereof for all purposes; and
b. All debt of Total Business Systems, Inc. for which Xxxxxxx X.
XxXxxxx may have contingent liability as a cosigner,
guarantor, or otherwise, including the mortgage debt described
in section 2.a above; and
c. That certain Employment Agreement dated effective January 1,
1996, by and between Total Business Systems, Inc., as
Employer, and Xxxxxxx X. XxXxxxx, as Employee; and
d. That certain lease agreement dated January 8, 1998, by and
between Stolhaven Houston Inc., as Landlord, and Total
Business Systems, Inc., as Tenant, covering the real property
located at 00000 Xxxxxxxxxxx Xxxx., Xxxxxxx, Xxxxx
e. All subleases to which Total Business Systems, Inc. is a
sublessor covering any part of the real property covered by
the lease agreement identified in section 2.d above.
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3. This Agreement is also intended to be a third-party beneficiary
contract for the benefit of Xxxxxxx X. XxXxxxx, and Texas TBS, Inc.
agrees to indemnify Xxxxxxx X. XxXxxxx from and against any and all
loss, cost, risk, and expense heretofore incurred as an officer,
director, shareholder, guarantor, surety, co-signer, or co-obligor of
Total Business Systems, Inc., which indemnification is more fully set
out in that certain Indemnification Agreement of even date herewith by
and between Texas TBS, Inc. and Xxxxxxx X. XxXxxxx.
4. Texas TBS, Inc. agrees, confirms, and acknowledges that this Agreement
is a requirement of the said Plan of Merger, and is entered into by
Texas TBS, Inc. as an inducement for Total Business Systems, Inc. and
Xxxxxxx X. XxXxxxx to participate in the merger under said Plan of
Merger.
5. This Agreement may be recorded in the real property records of each or
any county in which Total Business Systems, Inc. owns any interest in
real property, or has any leasehold or other right of possession of
real property, and is acknowledged by the parties for that purpose.
IN WITNESS WHEREOF, this instrument is executed as of the date first
above written.
TEXAS TBS, INC. TOTAL BUSINESS SYSTEMS, INC.
By: /s/ Xxxxxxx X. XxXxxxx By: /s/ Xxxxxxx X. XxXxxxx
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Xxxxxxx X. XxXxxxx, President Xxxxxxx X. XxXxxxx, President
STATE OF NEW YORK
COUNTY OF NEW YORK
This instrument was acknowledged before me on November 11,
1998, by XXXXXXX X. XxXXXXX, as President of TEXAS TBS, INC.
My commission expires: /s/ Xxx Xxxxxx
May 8, 1999 Notary Public in and for the
State of New York.
STATE OF NEW YORK
COUNTY OF NEW YORK
This instrument was acknowledged before me on November 11,
1998, by XXXXXXX X. XxXXXXX, as President of TOTAL BUSINESS SYSTEMS, INC.
My commission expires: /s/ Xxx Xxxxxx
May 8, 1999 Notary Public in and for the
State of New York.
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