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Title: |
Assignment and Assumption Agreement |
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Entities: |
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Date: |
2000 |
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Size: |
4KB total |
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Price: |
$36 |
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ID: |
#346410 |
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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered
into as of June __, 2000 by and between Lowestrate.com, Inc., a Pennsylvania
corporation ("Lowestrate"), Robert J. Ross ("Shareholder") and FiNet.com, Inc.,
a Delaware corporation ("FiNet").
W IT N E S S E T H:
WHEREAS, the parties hereto entered into an Asset Purchase Agreement
dated as of August 20, 1999 (the "Asset Purchase Agreement") relating to the
sale to FiNet of certain of the assets of Lowestrate; and
WHEREAS, pursuant to the Asset Purchase Agreement the parties entered
into certain related agreements including a Registration Rights Agreement (the
"Registration Rights Agreement"), an Escrow Agreement (the "Escrow Agreement"),
a Loan and Security Agreement (the "Loan and Security Agreement") and an
Promissory Note (the "Note") ; and
WHEREAS, thereafter on May 24, 2000 the parties entered into a First
Amendment to Loan and Security Agreement pursuant to which the Note and the
related guaranty were amended (the "Amended Promissory Note") (the Asset
Purchase Agreement, the Registration Rights Agreement, the Loan and Security
Agreement and the Amended Note are hereinafter collectively referred as the
"Assigned Agreements"); and
WHEREAS, Lowestrate and Shareholder desire to wind up, dissolve and
liquidate Lowestrate and, in connection therewith, assign to Shareholder certain
of Lowestrate's assets including its rights pursuant to the Assigned Agreements;
and
WHEREAS, Shareholder desires to assume all of the liabilities of
Lowestrate pursuant to the Assigned Agreements; and
WHEREAS, the consent of FiNet is required to accomplish the foregoing,
which consent FiNet desires to give all on the terms and conditions provided
below.
NOW, THEREFORE, in consideration of the mutual promises made herein,
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