HomeMy WebLinkAboutExhibit3ASSIGNMENT OF CONTRACTS
This ASSIGNMENT OF CONTRACTS ("ASSIGNMENT") is entered into pursuant to
that certain Asset Purchase Agreement, dated as of November 5, 2007, (the "Agreement"), by
and among WEIDENER SURVEYING & MAPPING, P.A., a Florida corporation (the
"Company"), and its shareholders, JAMES WEIDENER, and MARGARITA WEIDENER, and
MILLER LEGG & ASSOCIATES, INC., a Florida corporation ("ML" or "Purchaser"). Unless
otherwise defined herein, all capitalized terms in this ASSIGNMENT shall have the meanings
set forth in the Agreement.
The Company, in consideration of the payment of the Purchase Price paid by Purchaser
to Company pursuant to the Agreement, the receipt of which is hereby acknowledged, hereby
sells, conveys, transfers, assigns and delivers to the Purchaser, all of its right, title and interest in
and to those client contracts of Company provided in Section 1.1(d) of the Agreement, referred
to in the Agreement as the "Assumed Contracts". The parties hereto understand and agree that
ML may be required to obtain client consent to perfect some of the contracts being assigned
hereunder and under the Agreement.
All of the terms and provisions of this ASSIGNMENT will be binding upon the
Company and its successors and assigns and will inure to the benefit of the Purchaser.
This ASSIGNMENT is being delivered pursuant to the Agreement and is not intended to
expand, supersede or negate any of the terms contained in the Agreement. In the event of
conflict, inconsistency, or ambiguity between the terms of this ASSIGNMENT and the terms of
the Agreement, the terms of the Agreement shall govern.
This ASSIGNMENT shall be governed by, and construed and interpreted in accordance
with, the substantive laws of the State of Florida, without regard to the conflicts of law principles
thereof. By this Bill of Sale, each of the parties hereto submit to the jurisdiction of state courts of
competent jurisdiction located in Broward County in the State of Florida, including any related
appellate court in the State of Florida which has jurisdiction, for any action to enforce this
ASSIGNMENT and irrevocably waives any objection such party may now or hereafter have as
to the venue of any action or proceeding brought in any such court or that any such court is an
inconvenient forum.
This ASSIGNMENT may be executed in any number of counterparts, each of which
when executed and delivered shall be deemed to be an original and all of which counterparts
taken together shall constitute but one and the same instrument. In order to facilitate execution of
this Bill of Sale, fax signatures shall be deemed to be original signatures.
(Signature Page Follows)
INWITNESS WHEREOF, the undersigned have duly executed this instrument on the
date first above written.
WEIDENER SURVEYING & MAPPING, P.A.
By:
Name: MARG "MAGGIE") WEIDENER
Title: President
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