ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement |
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Assumption
Agreement, executed October 13, 2006, between the Company and CorCell, Inc.
EX-10.79
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (the
“Agreement”) is made and entered into to be effective as of
the 12th day of October, 2006, by and between CorCell, Inc., a Delaware
corporation (“Seller”), and Cord Blood America, Inc., a
Florida corporation (“Buyer”).
BACKGROUND
This
Agreement is made pursuant to the Asset Purchase Agreement (the “Asset
Purchase Agreement”) of even date herewith by and between Seller and
Buyer, in which Seller is concurrently herewith selling, transferring,
conveying, assigning and delivering to Buyer the Acquired Assets, as defined in
the Asset Purchase Agreement. Capitalized terms used and not defined
herein shall have the meanings given to them in the Asset Purchase Agreement.
Pursuant to
the Asset Purchase Agreement, as part of the consideration for the Acquired
Assets, Buyer is required to assume and agree to perform, pay or discharge, when
due, certain Assumed Obligations, as defined in the Asset Purchase Agreement.
NOW,
THEREFORE, in consideration of the
premises, the mutual covenants and agreements contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereby
covenant and agree as follows:
1.
Seller
herby assigns, and Buyer hereby assumes and agrees to pay, perform and
discharge, in accordance with their terms, the Assumed Obligations.
2.
The
assumption by Buyer of the Assumed Obligations shall not be construed to
defeat, impair or limit in any way the rights, claims or remedies of Buyer
under the Asset Purchase Agreement.
3.
Nothing contained herein shall change, amend, extend or alter (nor shall it be deemed or construed as changing, amending, extending or altering) the terms or conditions of the Asset Purchase Agreemen






