ASSUMPTION OF LIABILITIES
THIS ASSUMPTION OF LIABILITIES is made this ____ day of March,
1998 by and between Commercial Business Systems, Inc., a Virginia
corporation ("Seller") and Pomeroy Computer Resources, Inc., a
Delaware corporation, ("Purchaser").
WHEREAS, pursuant to an Asset Purchase Agreement dated March ___,
1998 (the "Agreement") by and between Purchaser and Seller and
Thoms M. Clayton and Steven Shapiro, Purchaser wishes to assume
certain obligations of Seller.
NOW, THEREFORE, pursuant to the Agreement and in consideration of
the premises, and for good and valuable consideration, the
receipt of which is hereby acknowledged;
1. Assumption
Purchaser hereby accepts, assumes and agrees to pay and
perform the obligations of Seller as set forth on Exhibit
"1" attached hereto and made a part hereof. Purchaser
agrees to indemnify and hold Seller harmless from any
liability with respect to such assumed obligations.
2. Excluded Liabilities
Notwithstanding anything to the contrary in the Agreement or
in this Assumption of Liabilities, Purchaser shall not
assume or be liable for any liabilities of Seller not listed
on Exhibit "1" attached hereto and made part hereof.
3. The Agreement
Nothing contained in this Assumption of Liabilities shall be
deemed to supersede, restrict, impair, diminish, enlarge or
expand in any respect any of the obligations, agreements,
covenants or warranties of Seller or Purchaser contained in
the Agreement. All terms used in this Assumption of
Liabilities shall have the meaning defined in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Assumption of Liabilities to be executed in their names on the
date first above written.
COMMERCIAL BUSINESS SYSTEMS,
INC.
By:
_____________________________
Thomas M. Clayton, President
POMEROY COMPUTER RESOURCES,
INC.,
a Delaware corporation
By:
________________________________
Stephen E. Pomeroy, Chief
Financial Officer
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
The foregoing instrument was acknowledged before me this
____ day of March, 1998 by Thomas M. Clayton, President of
Commercial Business Systems, Inc., a Virginia corporation, on
behalf of the corporation.
_________________________________
NOTARY PUBLIC
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
The foregoing instrument was acknowledged before me this
____ day of March, 1998 by Stephen E. Pomeroy, Chief Financial
Officer of Pomeroy Computer Resources Inc., a Delaware
corporation, on behalf of the corporation.
_________________________________
NOTARY PUBLIC
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EXHIBIT _1"
LIABILITIES BEING ASSUMED