EXHIBIT 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT is made, executed and delivered as
of the 4 day of November 1999 by and between ASA International, Ltd., a Delaware
corporation (the "Buyer"), and Design Data Systems Corporation, a Florida
corporation (the "Seller").
W I T N E S S E T H
WHEREAS, by Xxxx of Sale being executed and delivered by the Seller to the
Buyer simultaneously herewith pursuant to an Asset Purchase Agreement between
the Seller and the Buyer dated November 4, 1999 (the "Agreement"), the Seller is
selling, conveying, assigning, transferring and delivering to the Buyer or its
assignee all of the Seller Assets (capitalized terms used but not otherwise
defined herein shall have the meanings set forth in the Agreement), for the
consideration, in the amount and upon the terms and subject to the conditions
contained in the Agreement; and
WHEREAS, in consideration therefor, the Agreement requires that the Buyer
undertake to assume and to agree to perform, pay or discharge the Assumed
Liabilities.
NOW, THEREFORE,
1. The Seller hereby sells, conveys, assigns, transfers and delivers the
Seller Assets (excluding the Replacement Property, as defined in the Assignment
dated November 4, 1999 by and among Seller, Buyer and SQL Acquisition LLC) and
in consideration of such sale, conveyance, assignment, transfer and delivery,
the Buyer hereby undertakes, assumes and agrees to perform, to the extent not
heretofore performed, the Assumed Liabilities, as described in Section 1.1(c) of
the Agreement.
2. The assumption by the Buyer of an obligation of the Seller shall not be
construed to defeat, impair or limit, in any way, any rights, or remedies of the
Buyer to contest or dispute in good faith the validity or amount thereof.
3. Other than as specifically set forth above, the Buyer assumes no
liability of the Seller of any kind, character or description, including without
limitation, liabilities based on tort, contract or other claims.
4. Buyer agrees to defend, indemnify and hold Seller, and its directors,
officers, stockholders, agents, employees or consultants, harmless against and
in respect of any loss, cost, expense (including expenses of investigation),
claim, liability, deficiency, judgment or damage, including reasonable legal and
accounting fees and expenses incurred by Seller, its officers, directors,
stockholders, agents, employees or consultants, by reason of Buyer's failure to
satisfy or discharge in a timely manner any of the Assumed Liabilities. This
provision does not affect Buyer's rights and remedies, including without
limitation Buyer's indemnification rights pursuant to the Agreement.
5. This Agreement shall be enforceable against and inure to the benefit of
the successors and assigns of the Buyer and shall be enforceable against and
inure to the benefit of the successors and assigns of the Seller.
6. This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts without regard to its conflicts of law
rules.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of the Buyer and the Seller as of the date first
above written to be effective as of the 30th day of September, 1999.
ASA INTERNATIONAL, LTD.
By: /S/ XXXXXX X. XXXXXXXX
Name: XXXXXX X. XXXXXXXX
Title: CHIEF EXECUTIVE OFFICER
Attest:
By: /S/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: _______________________________
DESIGN DATA SYSTEMS CORPORATION
By: /S/ XXXXXXX X. XXXX, PRESIDENT
Name: XXXXXXX X. XXXX
Title: PRESIDENT
Attest:
By: /S/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: _______________________________
