Assumption of Debts Agreement
made as of between , of (the “Buyer”) and , of (the “Seller”).
pursuant to a purchase agreement made as of , (the “Purchase Agreement”) between the Seller and the Buyer, the Seller agreed to sell and the Buyer agreed to purchasecertain assets of the Seller;
the obligations of the Seller under the Purchase Agreement are subject to thesatisfaction of certain conditions as therein set out, including the entering into of this Agreement by the Buyer;
for good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged by each of the parties hereto, it is hereby agreed as follows:1.The Buyer covenants and agrees to assume, pay, perform and discharge, when due, andindemnify the Seller from and against the following liabilities as of the date hereof:(a)all of the Seller’s obligations and liabilities under any incomplete or unfilled (a)contracts, commitments and orders issued by it for the purchase of supplies,materials, inventory, raw materials and finished goods; and (b) purchase orders,quotations, bids and purchase contracts with customers of the Seller;(b)the obligations of the Seller with respect to product or service warranties,including responsibilities for all liabilities and obligations arising for repairs,replacements, returns or allowances and related services for all products sold bythe Seller;(c)all accounts payable of the Seller.2.This Agreement shall enure to the benefit of and shall be binding upon the parties heretoand their respective successors and assigns.
IN WITNESS WHEREOF
this agreement has been executed by the parties hereto as of the datefirst written above.WitnessWitness