ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 99.1
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made
and entered into as of March 5, 2010, by and between CIRTRAN CORPORATION (“Assignor”) and KATANA
ELECTRONICS, LLC, a Utah limited liability company (“Assignee”).
RECITALS
A.
Assignor has determined to abandon and terminate its
legacy electronics manufacturing business effective March 5, 2010, in favor of
pursuing other business activities and opportunities.
B.
Subject to the terms and conditions of this Agreement,
Assignor desires to assign and transfer to Assignee all of Assignor’s right,
title, interest, obligations and duties in, under and to all of Assignor’s open
and active purchase orders relating to its legacy electronics manufacturing
business existing as of March 5, 2010, including all parts, materials, and
work-in-progress pertaining thereto owned or controlled by Assignor, and all
accounts receivable and future revenue arising therefrom (the purchase order
contracts for sale of products and related parts, materials, work-in-progress,
accounts receivable and future revenue are collectively referred to as the
“Purchase
Orders”).
C.
Subject to the terms and conditions of this Agreement,
Assignee desires to accept such assignment and assume all of Assignor’s right,
title, interest, obligations and duties in, under and to the Purchase
Orders.
AGREEMENT
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt,
adequacy and legal sufficiency of which are hereby acknowledged, the parties do
hereby agree as follows:
1.
Assignment. Subject
to the terms and conditions of this Agreement, Assignor hereby assigns, conveys
and transfers to Assignee all of the Assignor’s right, title, interest,
obligations and duties in, under and to the Purchase Orders (the “Assignment”), and in
consideration of the Assignment, Assignee is paying to Assignor the sum of $100,
which Assignor agrees and acknowledges is full, fair and adequate consideration
for the Purchase Orders.
2.
Acceptance and
Assumption. Subject to the terms and conditions of this Agreement,
Assignee hereby accepts the assignment and assumes and agrees to observe and
perform all of the duties, obligations, terms, provisions and covenants, and to
pay and discharge all of the liabilities of Assignor to be observed, performed,
paid or discharged from and after March 5, 2010, in connection with the Purchase
Orders. Assignee hereby releases Assignor from any liability with
respect to, and indemnifies and agrees to defend and hold Assignor harmless from
and against any and all loss, cost, damage, liability or claim arising out of or
relating to, the Assignee’s ownership of, or performance under, the Purchase
Orders from and after the date of this Agreement. Assignor hereby
releases Assignee from any liability with respect to, and indemnifies and agrees
to defend and hold Assignee harmless from and against any and all loss, cost,
damage, liability or claim arising out of or relating to, the Assignor’s
ownership of, or performance under, the Purchase Orders prior to the
Assignment. The foregoing indemnity obligations of the parties shall
survive the completion of the Assignment contemplated hereby.
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3.
Representations of
Assignor. Except as may be set forth in this Agreement,
Assignor represents and warrants that (a) it owns and has good title to the
Purchase Orders, (b) it possesses all rights and authority necessary to assign
the Purchase Orders to Assignee, and (c) except as set forth herein, there has
been no assignment or other transfer of any part or all of any interest of any
or all of Assignor’s interests in the Purchase Orders.
4.
Further
Actions. Each of the parties hereto covenants and agrees, at
its own expense, to execute and deliver, at the request of the other party
hereto, such further instruments of transfer and assignment and to take such
other action as such other party may reasonably request to more effectively
consummate the assignments and assumptions contemplated by this
Agreement.
5.
Miscellaneous.
(a) Successors and
Assigns. This Agreement shall be binding upon, and shall inure
to the benefit of, the parties hereto and their respective successors and
assigns.
(b) Severability. If
any part of any provision of this Agreement is invalid or unenforceable under
applicable law, the provision shall be ineffective only to the extent of such
invalidity or unenforceability without in any way affecting the remaining parts
of the provision or this Agreement.
(c) Amendment. No
supplement, modification, waiver, or termination of this Agreement or any
provisions hereof shall be binding unless executed in writing by all parties
hereto. No waiver of any of the provisions of this Agreement shall
constitute a waiver of any other provisions (whether or not similar) nor shall
such waiver constitute a continuing waiver unless otherwise expressly
provided.
(d) Counterparts. This
Agreement may be executed in two 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.
(e) Governing
Law. This Agreement shall be governed by and construed under
the laws of the State of Utah, without respect to the provisions concerning the
conflict of laws which would otherwise result in the application of the
substantive law of another jurisdiction.
(f) Attorneys’
Fees. In the event of any suit, action, or proceeding brought
by any party for a breach of any term hereof, or to enforce any provision
hereof, the prevailing party shall be entitled to reasonable attorneys’ fees in
addition to court costs and other expenses of litigation in said action or
proceeding. For purposes of this Agreement, “prevailing party”
includes, without limitation, a party who agrees to dismiss an action or
proceeding upon the other’s payment of the sums allegedly due or performance of
the covenants allegedly breached, or who obtains substantially the relief
sought.
[SIGNATURES
TO FOLLOW]
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IN
WITNESS WHEREOF, each of Assignor and Assignee has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative as
of the date first set forth above.
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ASSIGNOR:
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CIRTRAN
CORPORATION
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By: _____________________________________
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Name: Xxxxx
Xxxxxxxx
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Title: President
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ASSIGNEE:
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KATANA
ELECTRONICS, LLC
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a
Utah limited liability company
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By: _____________________________________
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Name: Xxxxxx
Xxxxxxxx
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Title: Manager
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SIGNATURE
PAGE
TO
THE
ASSIGNMENT
AND ASSUMPTION
