ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement |
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TELEPLUS ENTERPRISES INC | Star Number, Inc | TelePlus Wireless, Corp. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Assignment and Assumption Agreement by:
Exhibit 10.11
ASSIGNMENT AND
ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT made as of December 29, 2005, by
and between Star Number, Inc., a Delaware corporation (the
"Assignor"), and
TelePlus Wireless, Corp., a Nevada corporation (the "Assignee").
WHEREAS, the Assignor and the
Assignee have entered into that certain
Asset Purchase Agreement made as of December 29, 2005 (the "Purchase
Agreement")
with respect to the sale by the Assignor and purchase by the Assignee of
certain
Purchased Assets owned by the Assignor.
WHEREAS, the Purchase Agreement
requires the Assignor to assign all of the
Assignor's right, title and interest in and to the Assumed Contracts (a list of
which appears in Exhibit A attached hereto and a copy of each of which is
attached hereto as Exhibit B) and requires the Assignee to assume the
Assignor's
obligations under the Assumed Contracts.
NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged, and effective as of the Effective Time (as
defined in the Purchase Agree
