ASSIGNMENT AND ASSUMPTION OF ACCOUNTS
THIS ASSIGNMENT, made and entered into this 10th day of December, 1999, by
and between International Press and Shear Corp., a Georgia corporation,
hereinafter referred to as "Seller", and IPS Balers Inc., a Georgia corporation,
hereinafter referred to as "Buyer".
W I T N E S S E T H :
WHEREAS, Seller and Buyer entered into an Asset Purchase and Sale
Agreement dated as of December 10, 1999, (the "APA") providing for the sale and
transfer of substantially all of the assets connected with the operation of
Seller's baler manufacturing facility operated by IPSC in Baxley, Georgia (the
"Business"); and
WHEREAS, the APA specifically provided for the transfer of accounts
receivable to Buyer and the assumption by Buyer of Seller's accounts payable;
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:
1. Seller hereby conveys to Buyer all Accounts Receivable associated with
the operation of the Business. All rights of Collection of said accounts and
proceeds therefrom are hereby assigned to Buyer.
2. Buyer hereby assumes and agrees to pay Seller's Accounts Payable as
listed on Exhibit F to the APA, with the exception of the Xxxxxxx Company
payable for which Seller will remain liable.
3. Seller warrants that it has not previously assigned the Accounts
Payable or any interest therein, except as collateral for loans which are being
paid off or a release of such Accounts obtained, as of Closing. Seller makes no
warranties as to the validity or collectibility of any of the Accounts, and this
assignment is without recourse to Seller.
4. Buyer hereby assumes and agrees to fully perform all of the Seller's
obligations with respect to the assumed Accounts Payable.
5. The terms and provisions hereof shall extend to and be binding upon the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed and sealed by their duly authorized officers on the day and year first
above written.
INTERNATIONAL PRESS AND SHEAR CORP. (L.S.)
By: /s/ Xxx X. Xxxxx
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Xxx X. Xxxxx, Secretary
(CORPORATE SEAL)
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IPS BALERS INC. (L.S.)
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, CEO
(CORPORATE SEAL)
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