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<br /> 1. In consideration of the foregoing and for other good and valuable consideration, the receipt of
<br /> which is hereby acknowledged, Assignor hereby and by these presents does grant and convey unto
<br /> Assignee, all of Assignor's right, title and interest in and to the Contract and Equipment, to have and to
<br /> hold the same unto Assignee, his or its heirs, executors, administrators, successors and assigns forever,
<br /> subject, however, to the Contract and all the terms, conditions and provisions thereof, and upon the
<br /> condition that the appended Form of Consent to such sale is executed and delivered by Company. In
<br /> addition, Assignee agrees to assume all obligations of Assignor to Company under the Contract as the
<br /> same may be set forth in the Contract.
<br /> 2. To induce Company to execute and deliver the appended Form of Consent to such sale and in
<br /> consideration of its so doing, Assignee hereby promises to perform all of the duties and obligations of
<br /> Assignor under the Contract, including without limitation, to abide by the End of Term Options as stated in
<br /> the Contract and pay the installments remaining unpaid as stated above to Company, its successors and
<br /> assigns. Assignee hereby unconditionally assumes, becomes a party to and agrees to perform and pay
<br /> the Contract as though Assignee were to all intents and purposes the lessee named in the Contract.
<br /> Assignee agrees not to assert against Company any defense, setoff, recoupment, claim or counterclaim
<br /> which he or it might have against Assignor arising from the aforesaid sale. Assignor and Assignee hereby
<br /> waive and discharge any defense or claim each or both may have against Company arising from or in
<br /> relation to the Contract, this Agreement, or the Equipment.
<br /> 3. Assignor and Guarantor(s), if any, understand and agree that they are not released from their
<br /> obligations under the Contract and that they shall remain and continue to be fully liable thereon until the
<br /> full performance and payment thereof, notwithstanding any agreements, extensions, compromises
<br /> modifications or arrangements whatsoever which may be made by Company with Assignee or any other
<br /> party. Assignor and Guarantor(s), if any, consent that their liability is direct and unconditional and may be
<br /> enforced without requiring Company or its assignees first to resort to any other right, remedy or security.
<br /> Guarantor(s), if any, agree not to assert against Company any defense, setoff, recoupment, claim or
<br /> counterclaim which they or it might have against Assignor arising from the aforesaid sale. Guarantor(s), if
<br /> any, hereby waive and discharge any defense or claim each may have against Company arising from or in
<br /> relation to the Contract, their Guaranty, this Agreement, or the Equipment.
<br /> 4. Assignor and Assignee hereby and by these presents agree that any consent by Company to
<br /> this Agreement shall not be deemed to be a consent by Company to any subsequent or other assignment
<br /> and/or assumption by Assignor or Assignee and that any other assignment and/or assumption without
<br /> Company's prior written consent shall be null and void.
<br /> 5. ASSIGNOR, ASSIGNEE AND GUARANTOR(S), IF ANY, AGREE THAT THE CONTRACT,
<br /> EACH GUARANTY, AND THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE
<br /> GOVERNED BY THE LAWS OF THE STATE OF OHIO. ASSIGNOR, ASSIGNEE AND
<br /> GUARANTOR(S), IF ANY, CONSENT TO THE JURISDICTION OF ANY COURT LOCATED IN OHIO.
<br /> TO THE EXTENT PERMITTED BY LAW, ASSIGNOR, ASSIGNEE AND GUARANTOR(S), IF ANY,
<br /> WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING
<br /> ARISING OUT OF THE CONTRACT, EACH GUARANTY, THIS AGREEMENT OR RELATING TO THE
<br /> OBLIGATIONS OF ASSIGNOR, ASSIGNEE AND GUARANTOR(S), IF ANY, TO COMPANY AND ANY
<br /> UNDERSTANDINGS OR PRIOR DEALINGS BETWEEN THE PARTIES.
<br /> 6. Assignor, Assignee and Guarantor(s), if any, agree to pay all of Company's costs of enforcing
<br /> its rights under the Contract, each Guaranty, and this Agreement, including reasonable attorneys' fees,
<br /> and all costs related to the sale or disposition of the Equipment including, without limit, incidental damages
<br /> expended in the repossession, repair, preparation, and advertisement for sale or lease or other disposition
<br /> of the Equipment.
<br /> IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed effective as of
<br /> the day above written.
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