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EXHIBIT 10.15
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of the 1st day of February
1996 by and between XXXXXX X. XXXXX, M.D., an individual ("Assignor") and GKF
FINANCING, LLC, a California limited liability Company ("Assignee").
RECITALS:
A Assignor desires to Assign to Assignee that contract between
NME Hospitals, Inc., a Delaware corporation, dba USC University Hospital dated
April 6, 1994, 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, its 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.
4.2 BINDING EFFECT. All of the terms, provisions and
conditions of this Agreement shall be binding on, and shall inure to and be
enforceable by, the parties hereto and their respective successors and assigns.
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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.
XXXXXX X. XXXXX, M.D.
By: /s/ XXXXXX X. XXXXX, M.D.
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Xxxxxx X. Xxxxx
Title: (an Individual)
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("Assignor")
GK FINANCING, LLC
By: /s/ X.X.XXXXXX
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Xxxxx X. Xxxxxx
Title: Chief Executive Officer
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("Assignee")
