EXHIBIT 2.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is executed and
delivered this 6th day of October, 1997, but to be effective as
of the 1st day of September, 1997, by and among Remediation
Technologies, Inc., a Delaware corporation ("RETEC"), RETEC
THERMAL, INC., a Delaware corporation ("Seller"), TETRA
Technologies, Inc., a Delaware corporation ("TETRA") and TETRA
THERMAL, INC., a Delaware corporation ("Buyer").
RECITALS
1. The parties have entered into a Purchase and Sale
Agreement of even date herewith (hereinafter referred to as the
"Purchase Agreement") which provides for the transfer and sale of
Seller's Limited Liability Company Interest in the LLC and in all
Projects for consideration in the amount and on the terms and
conditions provided in the Purchase Agreement.
2. In partial consideration for Seller's Limited Liability
Company Interest and in all Projects, Section 2.3 of the Purchase
Agreement requires that Buyer assume and agree to pay, perform
and discharge all debts, obligations and liabilities (other than
liabilities for which RETEC and Seller are obligated to indemnify
Buyer and TETRA) of the LLC or its successors, and defend RETEC
and Seller against claims to pay the same, as provided herein, or
upon demand of Seller or RETEC cause the LLC itself or its
successors to pay, perform, discharge and defend RETEC and Seller
against claims to pay any such debts, obligations and liabilities
(other than liabilities for which RETEC and Seller are obligated
to indemnify Buyer and TETRA).
NOW, THEREFORE, in consideration of the foregoing premises
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Definitions. All capitalized terms used herein which
are not otherwise defined shall have the same meaning as in the
Purchase Agreement.
2. Seller's Assignment and Transfer. Seller hereby
assigns, transfers and conveys all of its Limited Liability
Company Interest in the LLC and in the Projects to Buyer and
shall deliver to Buyer a certificate to this effect in the form
attached hereto as Exhibit A.
3. Assumption of Liabilities. Buyer hereby assumes and
agrees to pay, perform and discharge when due all obligations,
debts and liabilities (other than liabilities for which RETEC and
Seller are obligated to indemnify Buyer and TETRA) of the LLC or
its successors (the "LLC Liabilities"), or upon demand of Seller
or RETEC cause the LLC or its successors to do so, whether
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arising or incurred before or after the date hereof, including
but not limited to the following: (i) liabilities arising out of
the release of any materials of environmental concern resulting
from or relating to the operation of the business of the LLC or
any predecessor business or company of the LLC (including without
limitation the transportation of materials of environmental
concern or the storage, treatment, reclamation, recycling or
disposal thereof); (ii) any violation of any environmental law or
regulation by the LLC or any predecessor business or company of
the LLC; (iii) any liability for taxes relating to operations of
the LLC; (iv) all contracts and commitments for the sale, lease
or servicing of products or services of the LLC and for the
purchase or lease of materials, equipment, supplies, or services;
(v) all payables for materials, equipment or services owed by the
LLC; (vi) all warranty and indemnity obligations in respect of
the operations, products, services and business of the LLC; (vii)
the defense of all litigation and claims made arising out of the
operation, services, products and business of the LLC, including
all claims that the products or services of the LLC infringe the
patent, copyright, trade secret, trademark, tradename or other
intellectual property rights of third parties, and the payment of
any judgments resulting from such claims, or settlement of such
claims; (viii) all bank and other loans made to the LLC, whether
or not guaranteed to any party hereto. Buyer further agrees to
defend RETEC and Seller, or upon demand of RETEC or Seller cause
the LLC to defend RETEC and Seller, against any claim, demand or
cause of action made by a third party demanding that RETEC or
Seller pay or is obligated to pay an LLC Liability.
Notwithstanding anything contained in this Agreement to the
contrary, Buyer does not indemnify or assume any liability of
Seller for taxes imposed on the Seller related to the LLC's
assets, business or operation for taxable periods or portions
thereof ending on or before the date hereof.
4. Other Documents. Buyer and TETRA for themselves and
their successors and assigns, further agree, at Seller's or
RETEC's reasonable request and without further consideration, to
prepare, execute, acknowledge, and deliver to either of them or
their designees such other instruments of assumption and
acknowledgment, or take such further action as either of them may
reasonably request, to effectuate Buyer's assumption of the LLC
Liabilities and defense of any claim against RETEC or Seller to
pay any LLC Liability.
5. Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of
each of the parties hereto.
IN WITNESS WHEREOF, a duly authorized officer of each of the
parties hereto has executed and delivered this Agreement as of
the date and year first above written.
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Remediation Technologies, Inc. TETRA Technologies, Inc.
By /s/ Robert W. Dunlap By /s/ Geoffrey M. Hertel
Its President Its Executive Vice President
RETEC THERMAL, INC. TETRA THERMAL, INC.
By /s/ Robert W. Dunlap By /s/ Geoffrey M. Hertel
Its President Its Vice President