ASSUMPTION OF LIABILITIES
_________________________
THIS ASSUMPTION OF LIABILITIES is made this 26th day of June, 1997
by and between Magic Box, Inc., a Florida corporation ("Seller"), and
Xxxxxxx Computer Resources,Inc., a Delaware corporation ("Purchaser").
WHEREAS, pursuant to an Asset Purchase Agreement dated May 30, 1997
(the "Agreement") by, between and among Purchaser, Seller, and Xxxxxx
Xxxxx, M. Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxx, Purchaser has
agreed to assume certain obligations of Seller;
NOW, THEREFORE, pursuant to the Agreement and in consideration of the
premises, and for good and valuable consideration, the receipt of which
is hereby acknowledged;
1. Assumption of Liabilities of Seller
Purchaser hereby accepts, assumes and agrees to pay and perform the
obligations of Seller as set forth on Exhibit "1" attached hereto and
made a part hereof. Purchaser agrees to indemnify and hold Seller
harmless from any liability with respect to such assumed obligations.
2. Excluded Liabilities
Notwithstanding anything to the contrary in the Agreement or in this
Assumption of Liabilities, Purchaser shall not assume or be liable for
any liabilities of Seller not listed on Exhibit "1" attached hereto and
made part hereof.
3. The Agreement
Nothing contained in this Assumption of Liabilities shall be deemed to
supersede, restrict, impair, diminish, enlarge or expand in any respect
any of the obligations, agreements, covenants or warranties of Seller or
Purchaser contained in the Agreement, including Purchaser's obligation to
indemnify Seller and its Shareholders from Assumed Liabilities and
Seller's and Shareholders' obligation to indemnify Purchaser for Excluded
Liabilities to the extent set forth in the Agreement. All terms used in
this Assumption of Liabilities shall have the meaning defined in the
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Assumption of
Liabilities to be executed in their names on the date first above written.
SELLER:
MAGIC BOX, INC., a Florida corporation
By: __________________________________
PURCHASER:
XXXXXXX COMPUTER RESOURCES, INC.,
a Delaware corporation
By: __________________________________
STATE OF FLORIDA
COUNTY OF DADE, ss:
The foregoing instrument was acknowledged before me this ________ day of
______________, 1997 by _______________________, the _______________ of
Magic Box, Inc., a Florida corporation, on behalf of the corporation.
_____________________________________
NOTARY PUBLIC
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XXXXX XX XXXX
XXXXXX XX XXXXXXXX, xx:
The foregoing instrument was acknowledged before me this _______ day
of _____________, 1997 by ________________________, the __________________
of Xxxxxxx Computer Resources Inc., a Delaware corporation, on behalf of
the corporation.
_____________________________________
NOTARY PUBLIC
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EXHIBIT "1"
ASSUMED LIABILITIES OF
MAGIC BOX, INC.
1. Seller's obligation to IBM Credit Corporation under a certain working
capital credit line which provides for a maximum principal amount of
$1,050,000.00, the outstanding amount of which is $501,301.09 as of the
execution of this Agreement, and the outstanding amount of which will be
subject to the satisfaction of the expected Net Assets Amount pursuant to
the terms of the Agreement.
2. Seller's obligation to Deutsche Financial Services, Inc. under a certain
inventory credit account which allows for up to a maximum of $350,000.00,
the outstanding balance of which is $213,307.46 as of the execution of this
Agreement, and the outstanding amount of which will be subject to the
satisfaction of the expected Net Assets Amount pursuant to the terms of the
Agreement.
3. All of the trade accounts payable, accrued expenses, accrued payroll,
accrued payroll taxes, accrued sales taxes, accrued pension contributions
(if any) and accrued vacation to non-stockholders and non-officers of
Seller, and capital lease and unearned service and other contracts of the
Seller relating to the Business, of the same or similar nature as such items
are set forth on the disclosure schedule attached to the Agreement, the Pro
Forma Balance Sheet and the Financial Statements, as such terms are defined
in the Agreement, or any notes thereto, including but not limited to any such
items incurred in the ordinary course of business from the date of the June
15th Pro Forma Balance Sheet to the Closing Date.
4. Such other liabilities, to the extent they are assumable, under contracts,
leases or agreements of the Seller, as set forth as an Assumed Liability
on the Disclosure Schedule attached to the Agreement.
5. In no event shall the liabilities assumed by Purchaser include the
Excluded Liabilities set forth in Section 3.3 of the Agreement, but in all
events shall include the Assumed Liabilities as defined in the Agreement.
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