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Exhibit 10.18
ASSIGNMENT AND ASSUMPTION AGREEMENT
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THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of the 30th
day of October, 1996, is by and between Unifrax Investment Corp., a Delaware
corporation ("Investment") and Unifrax Corporation, a Delaware corporation
("Unifrax").
W I T N E S S E T H:
WHEREAS, Investment, Unifrax and others are parties to a
certain Recapitalization Agreement (the "Agreement") dated as of June 7, 1996,
providing, among other things, for the merger of Investment with and into
Unifrax; and
WHEREAS, the parties hereto desire to provide for the
assignment and assumption of the rights and obligations of Investment to and by
Unifrax.
NOW, THEREFORE, in consideration of the foregoing premises and
in satisfaction of their respective obligations under the Agreement, the parties
hereto hereby agree as follows:
1. ASSIGNMENT AND ASSUMPTION. Investment does hereby convey,
grant, transfer, assign and confirm unto Unifrax all rights and properties of
Investment. Unifrax agrees to assume, fully and faithfully perform, discharge
and fulfill all liabilities and obligations of Investment, including without
limitation, all obligation and liabilities under the Securities Act of 1933, as
amended and the Securities Exchange Act of 1934, as amended.
2. FURTHER ASSURANCES. Each party hereto shall from and
after the date hereof, upon the reasonable request of any other party hereto,
execute such other documents as such other
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party may reasonably require to obtain the full benefit of this Assignment and
Assumption Agreement.
3. GOVERNING DOCUMENTS. The rights and obligations
of the parties are set forth in the representations, warranties, covenants,
agreements and other terms and provisions of the Agreement.
IN WITNESS WHEREOF, Investment and Unifrax have caused this
Assignment and Assumption Agreement to be executed as of the day and year first
above written.
UNIFRAX INVESTMENT CORP.
By: /s/ Xxxxxxx X. Xxxxx
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Its: President and Chief Executive Officer
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UNIFRAX CORPORATION
By: /s/ Xxxx X. Xxxx
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Its: Vice President and Chief Financial Officer
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