EXHIBIT 10.3
BILL OF SALE AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of
September 22, 2000 between T-Com, LLC, a Delaware limited liability company
("Seller") and CXR Telcom Corporation, a Delaware corporation ("Purchaser").
WITNESSTH
WHEREAS, pursuant to the terms of an Asset Purchase Agreement effective
September 1, 2000 (the "Asset Purchase Agreement") by and among the
Purchaser, the Seller, and MicroTel International, Inc., Seller has agreed to
sell and Purchaser has agreed to purchase the assets, properties and rights
described and referred to in Section 1.2 of the Asset Purchase Agreement,
subject to the exclusion of the assets, properties and rights described in
Section 1.3 of the Asset Purchase Agreement (such assets, properties and
rights, subject to such exclusions, are collectively referred to as the
"Assets"); and
WHEREAS, pursuant to due authorization, Seller is executing and
deivering this instrument for the purpose of selling and assigning to and
vesting in Purchaser all of Seller's right, title and interest in and to the
Assets;
WHEREAS, pursuant to the Asset Purchase Agreement, Purchaser has agreed
that, at the closing of the purchase of the Assets, Purchaser would deliver
to Seller its written assumption of obligations whereby it would assume and
agree to perform, to pay or to discharge certain liabilities and obligations
of Seller to the extent and as provided in Section 1.8 of the Asset Purchase
Agreement (the "Assumed Liabilities");
NOW, THEREFORE, in consideration of the terms and conditions of the
Asset Purchase Agreement and other good and valuable consideration, the
receipt of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1. Seller hereby grants, sells, conveys, assigns, transfers, sets over
to, and vests in Purchaser, its successors and assigns, all of Seller's
right, title and interest, legal and equitable, in and to all of the Assets
by which Seller is bound and which are assumed hereby, including without
limitation all of its rights and privileges under or otherwise is respect of
any contracts, commitments, leases and other commitments that are part of the
Assets, to have and to hold the same, including the appurtenances thereof,
unto Purchaser, its successors and assigns, forever, to its and their own
proper use.
2. Purchaser hereby assumes and agrees to perform or to pay or discharge
the Assumed Liabilities to the extent and as provided in Section 1.8 of the
Asset Purchaser Agreement.
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Purchaser shall indemnify and hold Seller harmless from and against any and
all damage, loss, deficiency, cost or liability, including fees of attorneys,
arising from its failure to pay, perform and discharge all such Assumed
Liabilities.
3. Seller hereby constitutes and appoints Purchaser, its successors and
assigns, as Seller's true and lawful agent and attorney with full power of
substitution, in Seller's name and stead, but on behalf of and for the
benefit of Purchaser, to demand and receive any and all of the Assets which
are not in the possession or under the exclusive control of Seller, and to
give receipts and releases for and in respect of the same, and any part
thereof, and from time to time to institute and in Seller's name or in the
name of Purchaser, its successors and assigns, as the legal attorney of and
for Seller thereunto duly authorized, for the benefit of Purchaser, its
successors and assigns, any and all proceedings at law, in equity or
otherwise, which Purchaser, its successors and assigns, may deem proper for
the collection and enforcement of any claim or right of any kind hereby
granted, sold, conveyed, assigned, transferred or set over to, or intended so
to be, and to do all acts and things in relation to the Assets which
Purchaser, its successors and assigns, shall deem desirable, Seller hereby
declaring that the foregoing powers are coupled with an interest and are and
shall be irrevocable by Seller or by Seller's dissolution or in any manner or
for any reason whatsoever.
4. Seller for itself, its successors and assigns, hereby covenants that,
at any time and from time to time after the delivery of this instrument, at
Purchaser's request and without further consideration, Seller will do,
execute, acknowledge and deliver, or will cause to be done, executed,
acknowledged and delivered, all and every such further acts, conveyances,
transfers, assignments, powers of attorney and assurances as Purchaser,
reasonably may require more effectively to convey, transfer to or vest in,
and to put Purchaser in possession of, any of the Assets, or to better enable
Purchaser to realize upon or otherwise enjoy any of the Assets or to carry
into effect the intent and purposes of the Asset Purchaser Agreement and of
this instrument.
5. Neither the making nor the acceptance of this instrument shall
enlarge, restrict or otherwise modify the terms of the Asset Purchase
Agreement or constitute a waiver or release by Seller or Purchaser of any
liabilities, duties or obligations imposed upon either of them by the terms
of the Asset Purchase Agreement, including, without limitation, the
representations and warranties and other provisions which the Asset Purchase
Agreement provides shall survive the date hereof.
6. This instrument is being executed by Seller and Purchaser and shall
be binding upon Seller and Purchaser, and their respective successors and
assigns, for the uses and purposes above set forth and referred to, and shall
be effective as of the date hereof.
7. This instrument shall be governed by and enforced in accordance with
the laws of the State of California.
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IN WITNESS WHEREOF, Seller and Purchase have caused this Bill of Sale
and Assignment and Assumption Agreement to be duly executed on the date first
above written.
T-COM, LLC
By: /s/ Everett Bahre
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Everett Bahre
Title:
CXR TELCOM CORPORATION
By: /s/ Carmine T. Oliva
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Carmine T. Oliva
Title: Chairman and CEO
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