Exhibit 2.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into this 26th
day of March , 1999 by and among Oakmont Corporation, a California corporation
("Oakmont"), Hazelnut Partners, L.P., a California limited partnership ("Buyer")
and Investors Financial Services Corp., a Delaware corporation (the "Company").
WHEREAS, Oakmont is a party that certain Stock Purchase Agreement
dated March 19, 1999 among Oakmont and the Company (the "Purchase Agreement");
WHEREAS, Oakmont desires to transfer and assign to Buyer all of its
rights under the Purchase Agreement and Buyer desires to assume all of Oakmont's
obligations under the Purchase Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Oakmont hereby irrevocably transfers, conveys, assigns and
delivers to Buyer all of Oakmont's right, title and interest in, to and under
the Purchase Agreement (the "Assigned Rights") to have and to hold the same unto
Buyer, its successors and assigns, forever.
2. Buyer hereby accepts the transfer, conveyance, assignment and
delivery of the Assigned Rights and undertakes and agrees from and after the
date hereof to assume and to pay, perform and discharge when due all of the
obligations of Oakmont arising under or in connection with the Purchase
Agreement (the "Assumed Obligations"). Buyer hereby agrees to indemnify and hold
harmless Oakmont and its officers, directors, employees, agents and affiliates
from any and all losses, liabilities and expenses (including attorneys' fees)
caused by or arising out of any failure of Buyer to discharge any of the Assumed
Obligations.
3. At any time or from time to time after the date hereof, at the
request of either Oakmont or Buyer, as the case may be, and without further
consideration, Oakmont or Buyer, as the case may be, shall, at the request of
the other party, execute and deliver to the requesting party such other
instruments of sale, transfer, conveyance, assignment, confirmation and
assumption, provide such materials and information and take such other actions
as the requesting party may reasonably deem necessary or desirable in order more
effectively, as applicable, to give effect to the agreements set forth herein.
4. The Company hereby consents to the foregoing assignment and
assumption, agrees that Buyer shall be the Investor under the
Purchase Agreement and releases Oakmont from any liability
thereunder, except that Oakmont shall not be released from
liability for any breach by Oakmont of Section 5(a) of the
Purchase Agreement.
5. Buyer hereby represents and warrants to Oakmont and the
Company that it is an "accredited investor" as defined in
Regulation D under the Securities Act of 1933, as amended.
Each of Buyer and Oakmont, severally but not jointly and as
to itself alone, represents and warrants to the Company
that this Assignment and Assumption Agreement is a valid
and binding obligation of Buyer and Oakmont, as the case
may be, enforceable by the Company against Buyer and
Oakmont, as the case may be, in accordance with its terms,
except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' and
contracting parties' rights generally and except as the
enforceability thereof may be subject to general principles
of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
6. No person or entity, other than Oakmont, Buyer and the Company
and their respective successors and assigns, shall have any rights under this
Assignment and Assumption Agreement or the provisions contained herein.
7. This Assignment and Assumption Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable to a
contract executed and performed in such State without giving effect to the
conflicts of laws principles thereof.
8. This Assignment and Assumption Agreement may be executed in any
number of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused their duly
authorized officers to execute this Assignment and Assumption Agreement on the
day and year first above written.
OAKMONT CORPORATION
By: /s/Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Managing Director
HAZELNUT PARTNERS, L.P.
By: /s/Xxxxxx Xxx
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Name: Xxxxxx Xxx
Title: General Partner
INVESTORS FINANCIAL SERVICES CORP.
By: /s/Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
