This Assignment Agreement involves
Title: AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (this “ Agreement ”) is made as of August 28, 2009, by HG Partners, Inc., a Nevada corporation (formerly Solutions Mechanical, Inc.) (“ Assignor ”), and Jeffrey Thompson (“ Assignee ”).
WHEREAS, Assignor is engaged in the business of providing commercial and residential installation and maintenance services in the heating, ventilation and air conditioning industry (the “ Business ”); and
WHEREAS, as partial consideration for Assignee agreeing to sell 8,240,000 shares of common stock of Assignor to Harborview Master Fund, L.P. and Gemini Master Fund, Ltd., Assignor desires to convey, transfer and assign to Assignee, and Assignee desires to acquire from Assignor, all of the assets of Assignor relating to the operation of the Business, and in connection therewith, Assignee has agreed to assume all of the liabilities of Assignor relating to the Business, on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1 .
Assignment of Assets . For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and his successors and assigns, all of Assignor’s right, title and interest in, to and under the assets, properties and business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used in the conduct of the Business (the “ Assets ”), including, but not limited to, the Assets listed on Exhibit A hereto, and identified in part by reference to Assignor’s balance sheet as of June 30, 2009, filed with Securities and Exchange Commission as part of Assignor’s quarterly report on Form 10-Q on August 14, 2009 (the “ Balance Sheet ”).
Further Assurances . Assignor shall from time to time after the date hereof at the request of Assignee and without further consideration execute and deliver to Assignee such additional instruments of transfer and assignment, including without limitation any bills of sale, assignments of leases, deeds, and other recordable instruments of assignment, transfer and conveyance, in addition to this Agreement, as Assignee shall reasonably request to evidence more fully the assignment by Assignor to Assignee of the Assets.
Section 2 .
Assumed Liabilities . As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, (i) all liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Business whenever arising (the “ Liabilities ”), including, but not limited to, the Liabilities listed on Exhibit B , and identified in part by reference to the Balance Sheet.
Further Assurances . Assignee shall from time to time after the date hereof at the request of Assignor and without further consideration execute and deliver to Assignor such additional instruments of assumption in addition to this Agreement as Assignor shall reasonably request to evidence more fully the assumption by Assignee of the Liabilities.
Section 3 .
Indemnification and Release.
Indemnification . Assignee covenants and agrees to indemnify, defend, protect and hold harmless Assignor, and its officers, directors, employees, stockholders, agents, representatives and affiliates (collectively, together with Assignor, the “ Assignor Indemnified Parties ”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Assignor Indemnified Party (collectively, “ Losses ”), incurred by any Assignor Indemnified Party as a result of or arising from (i) any debt, liability or obligation of Assignor, whether incurred or arising prior to the date hereof or after, with respect to the Business, (ii) any debt, liability or obligation of Assignor for actions taken prior to the execution of this Agreement, including, without limitation, any amounts due or owing to any former officer, director or affiliate of Assignor, (iii) the conduct and operations of the Business whether before or after the date hereof, (iv) claims asserted against Assignor with respect to the Business, whether arising before or after the date hereof and (v) any federal or state income tax payable by Assignor and attributable to the Business, whether arising before or after the date hereof.
Third Party Claims .
If any claim or liability (a “ Third-Party Claim ”) should be asserted against any of the Assignor Indemnified Parties (the “ Indemnitee ”) by a third party for which Assignee has an indemnification obligation under the terms of Section 3.1, then the Indemnitee shall notify Assignee within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “ Claim Notice ”) and give Assignee a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and in connection therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by Assignee. If Assignee agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then Assignee shall be entitled to control the conduct of such defense, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as Assignee continues such defense until the final resolutio