EXHIBIT 10.12
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and
entered as of November 12, 1996, by and among Xxxx X. Xxxx, Xxxx X. Xxxx and
Xxxx X. Xxxxx (collectively, the "Assignors") and West TeleServices Corporation,
a Delaware corporation (the "Assignee"). The Assignor and Assignee are sometimes
collectively referred to herein as the "Parties" and individually as a "Party."
Whereas, each of the Assignors has entered into a Stock Redemption
Agreement, dated April 9, 1996, by and among Xxxx X. Xxxxx and each of the
Assignors (the "Stock Redemption Agreement") respecting certain capital stock in
West Telemarketing Insurance Agency, Inc., a Texas corporation held by Xxxx X.
Xxxxx; and,
Whereas, each of the Assignors desires to assign all rights and interests
in the Stock Redemption Agreement to Assignee, and Assignee desires to accept
such assignment and to assume the obligations of Assignor under the Stock
Redemption Agreement.
Now, Therefore, in consideration of the foregoing and the mutual promises
and covenants herein contained, the Parties agree as follows:
ARTICLE I. ASSIGNMENT
Each of the Assignors hereby assigns, transfers and conveys to Assignee all
of his or her rights, obligations and interests in, to and under the Stock
Redemption Agreement.
ARTICLE II. ASSUMPTION
The Assignee accepts the foregoing assignment, transfer and conveyance and
hereby assumes all liabilities and obligations arising under, and shall be bound
by, all of the terms and conditions of the Stock Redemption Agreement and to
perform in any capacity previously held by each of the Assignors thereunder.
ARTICLE III. EFFECTIVE DATE
The transactions contemplated in this Agreement shall be effective as of
the date of closing of the sale of shares of Assignee's common stock pursuant to
a registration statement under Form S-1, as filed with the United States
Securities and Exchange Commission on or about October 11, 1996, and all
amendments and supplements thereto.
ARTICLE IV. MISCELLANEOUS
SECTION 4.01 Entire Agreement.
Except to the extent specifically referenced, this Agreement is the only
agreement between the parties regarding its subject matter. It supersedes all
prior or contemporaneous agreements, oral or written.
SECTION 4.02 Modification; Waiver.
No modification or waiver shall be effective unless contained in a writing
signed by the modifying or waiving Party. The waiver of any default shall not be
deemed a waiver of any other or subsequent default.
SECTION 4.03 Notices.
All notices, requests, demands, claims, and other communications hereunder
will be in writing. Any notice, request, demand, claim or other communication
hereunder shall be deemed duly given if (and then two business days after) it is
sent by registered or certified mail, return receipt requested, postage prepaid,
and addressed to the intended recipient as set forth below:
If to any of the Assignors: 0000 Xxxxx Xxxxxx
Xxxxx, XX 00000
If to Assignee 0000 Xxxxx Xxxxxx
Xxxxx, XX 00000
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Party
notice in the manner herein set forth.
SECTION 4.04 Headings; Severability; Governing Law.
Headings are for convenience only and shall not be used in construing or
interpreting this Agreement. Any provision of this Agreement which is
unenforceable shall be severed and the remainder of this Agreement enforced to
the fullest extent permitted by law. This Agreement shall be governed by and
construed under the laws of the State of Nebraska, but not its choice of law
rules.
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SECTION 4.05 Binding Agreement.
This Agreement shall be binding on the Parties' respective successors and
assigns.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year first above written.
ASSIGNORS: ASSIGNEE:
WEST TELESERVICES CORPORATION
/s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxx
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
The undersigned hereby consents to the above Assignment and Assumption
Agreement as of this 12th day of November, 1996.
/S/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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