HomeMy WebLinkAboutBack-Up DocumentASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into
this 1st day of November, 2014 (the "Effective Date"), by TARGETSOLUTIONS, INC., a
California corporation (the "Assignor"), and TARGETSOLUTIONS LEARNING, LLC, a
Delaware limited liability company (the "Assignee").
WITNESSETH:
WHEREAS, the Assignor wishes to assign to Assignee, and Assignee wishes to assume
the liabilities and obligations under certain agreements (the "Assumed Contracts");
NOW, THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Assignor and the
Assignee intending to be legally bound, agree as follows:
1. Assignment. The Assignor does hereby unconditionally and irrevocably convey,
transfer, assign and deliver to the Assignee, its successors and assigns, the legal, beneficial and
other right, title and interest in and to all customer agreements for which Assignor is the
contracting party.
2. Assumption. The Assignee hereby assumes and agrees to pay, perform and
become obligated for, commencing from the Effective Date the Assignor's obligations arising
under the Assumed Contracts.
3. Further Assurances. Each party to this Assignment and Assumption Agreement
will execute and deliver, or cause to be executed and delivered, such additional or further
transfers, assignments, endorsements or other instruments as any other party or its counsel may
reasonably request for the purpose of carrying out the transactions contemplated by this
Assignment and Assumption Agreement.
4. Counterparts, This Assignment and Assumption Agreement may be executed in
two (2) or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery of executYd signature pages by
facsimile transmission will constitute effective and binding execution and delivery of this
Assignment and Assumption Agreement.
5. Successors and Assigns. This Assignment and Assumption Agreement will be
binding upon the parties hereto and their respective successors and assigns.
6. Governing Law. The validity, construction and enforcement of and the
remedies under, this Assignment and Assumption Agreement shall be governed in accordance
with the laws of the State of Florida (except that if any choice of law provision under Florida law
would result in the application of the law of a state or jurisdiction other than the State of Florida,
such provision shall not apply).
IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been
signed by an officer thereunto duly authorized of each of the parties hereto, as of the date first
above written.
Assignee:
TARGET SOLUTIONS LEARNING, LLC
a Delaware limited liability company
By:
Name: Jon Katz
Title: EVP, Corporate Development
Assignor:
TARGETSOLUTIONS, INC.
a California corporation
By:
Name: Kevin Adamek
Title: CFO