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EXHIBIT 10.11a
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of the 31st day of December
1995 by and between AMERICAN SHARED RADIOSURGERY SERVICES, a California
corporation, ("Assignor") and GK FINANCING, LLC ("Assignee").
RECITALS:
A. Assignor is a member of Assignee.
B. Pursuant to the Operating Agreement for GK Financing, LLC,
Assignor has agreed to assign that contract between the Regents of the
University of California dated July 3, 1990 and amended August 1, 1995, a full
copy of which is attached here as Exhibit A (the "Contract").
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in consideration of the
premises and mutual covenants herein contained, the parties hereby agree as
follows:
1. ASSIGNMENT. Assignor hereby grants, conveys, transfers and assigns
to Assignee, its successors and assigns, all of Assignor's rights, title and
interest under, in and to the Contract.
2. ASSUMPTION OF LIABILITIES. Assignee hereby accepts the grant,
conveyance, transfer and assignment by Assignor to Assignee, in successors and
assigns, of all of Assignor's rights, title and interest under, in and to the
Contract, and hereby assumes and agrees to perform and discharge all of
Assignor's executory obligations arising under the Contract (the "Assumed
Contract Liabilities").
3. NO ASSUMPTION OF OTHER LIABILITIES. Except for the Assumed Contract
Liabilities identified in Section 2, Assignee does not assume, and shall not in
any manner become responsible or liable for, and Assignor shall retain, pay,
discharge and perform in full, all other debts, obligations or liabilities of
Assignor, whether known or unknown, fixed, contingent or otherwise.
4. MISCELLANEOUS PROVISIONS.
4.1 FURTHER ASSURANCES. Assignor and Assignee agree, at the other
party's request, whether on or after the date hereof, and without further
consideration, that each shall execute and deliver any and all further
instruments and documents, and take such further actions, as the other party
may reasonably request or as may reasonably be required in order more
effectively to vest in Assignee all of Assignor's rights, title and interest
under, in and to the Contract, and to evidence Assignee's assumption of the
Assumed Contract Liabilities, or to otherwise carry out the provisions of this
Agreement.
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4.2 BINDING EFFECT. All of the terms, provisions and conditions of this
Agreement shall be binding on, and shall inure to and to be enforceable by,
the parties hereto and their respective successors and assigns.
4.3 GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the Laws of the State of California.
IN TESTIMONY WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
AMERICAN SHARED RADIOSURGERY SERVICES
By: /s/ Xxxxxx X. Xxxxx, M.D.
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Title: President
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GK FINANCING, LLC
By: /s/ Xxxxx X. Xxxxxx
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Title: Chief Executive Officer
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("Assignee")
