Agmt12 Badawi & Associates - Laserfiche WebLink

Browse Search

ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement ("Assignment and Assumption Agreement"), is made and entered into as of March 10, 2012,by'and among Caporicci &Larson, Inc., a California corporation ("C&L"}, Marcum LLP, a New York limited liability partnership (collectively with C&L, "Assignor") and Badawi & Associates, a California corporation ("Assi�nee"). Recitals A. Assignor and Assignee are parties to that certain Asset Purchase Agreement of even date herewith (the "Purchase A�reemenY') by and among Assignor and Assignee pursuant to which Assignee has purchased certain tangible and intangible assets of Assignor. B. Pursuant to the Purchase Agreement, Assignor has agreed to assign certain rights and agreements to Assignee, and Assignee has agreed to assume certain obligations of Assignor, as set forth herein. Capitalized terms used in this Assignment and Assumption Agreement and not defined herein shall have the respective meanings set forth in Purchase Agreement. �i Agreement NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and ; valuable consideration,the receipt and sufficiency of whicl�are l�ereby acknowledged,the parties � hereby agrees as follows: � i 1. Assignment and Assumption. Assignor hereby assigns, sells, transfers and sets over (collectively, the "Assignment")to Assignee all of Assignor's right, title, benefit, privileges iand interest in and to, and all of Assignor's burdens, obligations and liabilities in connection with the Assets assigned to Buyer pursuant to Section 2.1(b) of the Purchase Agreement, except as otherwise set forth in the Purchase Agreement, including without limitation Section 2.2(b) ; thereof regarding liabilities retained by Assignor. Assignee hereby accepts the Assignment and iassumes and agrees to observe and perform all of the duties and obligations of Assignor under I the Assigned Contracts, from and after the Effective Date. � 2. No Other Assum tp ion. Except for the Assumed Liabilities expressly assumed pursuarit to Section 2.3 of the Purchase Agreement, Assignee shall not be responsible for, does ' not assume, and shall not perform any obligations ar tiabilities of Assignor, whether known,or unknown, contingent ar otherwise, arising from Assignor's conduct in connection with the Assumed Liabilities, whether before or after the date hereo£ Except as forth in Section 1 above, Assignee assumes no other liabilities, and the parties hereto agree that all such liabilities shall remain the sole responsibility of Assignor. 3. Terms of the Purchase Agreement. The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. � 1