ASSIGNMENT AND ASSUMPTION AGREEMENT
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THIS ASSIGNMENT and Assumption Agreement (Assignment) is made this 6th day
of May, 1999 by and between SYSTEMS ATLANTA COMMERCIAL SYSTEMS, INC., a Georgia
corporation (Seller), and POMEROY COMPUTER RESOURCES, INC., a Delaware
corporation (Purchaser No. 1).
WHEREAS, pursuant to an Asset Purchase Agreement, dated May 6th, 1999 (the
Agreement), by and among Purchaser No. 1, Pomeroy Select Integration Solutions,
Inc. (Purchaser No. 2"), Seller, B. Scott Dobson, Charley G. Dobson, Betty H.
Dobson and Tyler H. Dobson, Purchaser No. 1 wishes to assume Sellers rights,
benefits and privileges of certain contracts, and Seller is desirous of
assigning to Purchaser No. 1 all of its rights, benefits and privileges in
certain contracts.
NOW, THEREFORE, in consideration of the foregoing and the agreements and
covenants herein set forth, and other good and valuable consideration paid by
Purchaser No. 1 to Seller, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
ASSIGNMENT:
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1. Seller does hereby sell, assign, transfer and convey to Purchaser No. 1, to
the extent legally permitted, the contracts set forth on Exhibit A attached
hereto, and all of Sellers rights, interest, benefits and privileges
thereunder.
REPRESENTATIONS:
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2. Seller hereby represents, warrants and covenants to Purchaser No. 1 that
(i) Seller is a party to the contracts listed on Exhibit A and has not
sold, assigned, transferred or conveyed its interest therein to any other
person or entity; (ii) Seller has complied with and fulfilled all of its
duties and obligations under the contracts, is not in default, and has not
breached any of the terms or provisions of the contracts and the contracts
remain in full force and effect as of the date hereof; (iii) Seller is not
aware of any facts or circumstances which give rise or could give rise with
the giving of notice or the lapsing of time to a breach or default under
the contracts; and (iv) the other parties to the contracts set forth on
Exhibit A are not in default and have not breached any of the terms or
provisions of the contracts.
ADDITIONAL ACTION BY SELLER:
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3. To the extent this Assignment does not result in a complete transfer of the
contracts to Purchaser No. 1 because of a prohibition in the contracts
against Sellers assignment of any of its rights thereunder, Seller shall
cooperate with Purchaser No. 1 in any reasonable manner proposed by
Purchaser No. 1 (which shall not be required to expend any funds incident
thereto) to complete the acquisition of the contracts and Sellers rights,
benefits and privileges thereunder in order to fulfill and carry out
Sellers obligations under the Agreement. Such additional action may
include, but is not limited to: (i) entering into a subcontract between
Seller and Purchaser No. 1 which allows Purchaser No. 1 to perform Sellers
duties under the contracts set forth on
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Exhibit A and to enforce Sellers rights thereunder; (ii) the sale of
Sellers stock owned by B. Scott Dobson, Charley G. Dobson, Betty H. Dobson
and Tyler H. Dobson to Purchaser No. 1 on terms to which all parties then
mutually agree in good faith to allow Purchaser No. 1 to operate Seller as
a wholly-owned subsidiary to enforce the contracts; or (iii) entering into
a new multi-party agreement with the customers identified in the contracts
set forth on Exhibit A which allows Purchaser No. 1 to perform Sellers
obligations and enforce Sellers rights under the contracts.
ASSUMPTION OF OBLIGATIONS:
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4. Purchaser No. 1 shall be responsible for the performance and discharge of
all the duties and obligations of Seller contained in the contract set
forth on Exhibit A upon the earlier to occur of: (i) the completion of the
assignment of the contracts and Sellers rights, interest, benefits and
privileges thereunder; or (ii) in accordance with any proposed transaction
contemplated or set forth in Paragraph 3 hereof, or (iii) Purchaser No. 1
is receiving the entire economic benefit from such contracts.
MUTUAL INDEMNIFICATION:
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5. Purchaser No. 1 hereby agrees to indemnify and hold harmless Seller from
and against any and all loss, cost or expense (including, without
limitation, reasonable attorneys fees), resulting by reason of Purchaser
No. 1s failure to perform any of the obligations of Seller under the
Contracts after the date that Purchaser No. 1 actually acquires all of the
rights, interest, benefits and privileges of the Seller under each
contract. Seller hereby agrees to indemnify and hold harmless Purchaser No.
1 from and against any and all loss, cost or expense (including, without
limitation, reasonable attorneys fees) resulting by reason of the failure
of Seller to perform any of the obligations of the Seller under the
contracts on or prior to the date that the rights, interest, privileges,
benefits and any interest in the contracts are actually assigned to
Purchaser No. 1.
BINDING EFFECT:
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6. All of the covenants, terms and conditions set forth herein shall be
binding upon and shall inure to the benefit of the parties hereof and their
respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the
date first above written.
WITNESSES: SELLER:
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____________________________ SYSTEMS ATLANTA COMMERCIAL SYSTEMS. INC.
____________________________ BY:________________________________
B. Scott Dobson, Vice-President
____________________________
____________________________ ________________________________
B. SCOTT DOBSON, Individually
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____________________________
____________________________ ________________________________
CHARLEY G. DOBSON, Individually
____________________________
____________________________ _______________________________
BETTY H. DOBSON, Individually
____________________________
____________________________ _______________________________
TYLER H. DOBSON, Individually
WITNESSES: PURCHASER NO. 1:
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____________________________ POMEROY COMPUTER RESOURCES, INC.
____________________________ BY: ___________________________________
Stephen E. Pomeroy, Chief Financial
Officer
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