ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSUMPTION AND ASSIGNMENT AGREEMENT (the
“Agreement”), effective as of March 10, 2004, is by and
among PT Centers Inc. Texas corporation, and Mississippi
corporation, and Canton Rehabilitation Services, Inc.
(“Canton” or one of the “Sellers”), a
Mississippi corporation.
Reference is hereby made to that certain Asset Purchase Agreement
(the “Asset Purchase Agreement”) effective March 10,
2004, by and among PT Centers, Inc., (“Buyer”),
Mississippi Central Rehabilitation Incorporated, Canton
Rehabilitation Services, Inc. and Michael Yant. All capitalized
terms used but not defined herein shall have the meaning assigned
to such terms in the Asset Purchase Agreement.
WHEREAS, pursuant to the Asset Purchase Agreement, Buyer has agreed
to acquire certain assets and assume certain liabilities of the
Sellers;
WHEREAS, the Asset Purchase Agreement contemplates that the Buyer
will assume the Sellers’ debts, liabilities and obligations
of the Sellers that arise and accrue on or after the Closing
Date;
WHEREAS, the execution of this Agreement will take place pursuant
to the Asset Purchase Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, the parties, intending to
be legally bound, hereby agree as follows:
1. Defined Terms. All capitalized terms
used but not defined herein shall have the meaning assigned to such
terms in the Asset Purchase Agreement.
2. Assignment of Contracts. Sellers hereby
unconditionally assigns to Buyer the Acquired Contracts in
accordance with the respective terms and conditions applicable
thereto. Sellers have obtained all consents required to assign to
Buyer the Acquired Contracts.
3. Assumption of Assumed Liabilities.
Buyer hereby conditionally assumes and agrees to be bounded by and
liable for, and to satisfy, perform and assume the Assumed
Liabilities.
4. Successors in Interest. This agreement
shall be binding upon and shall inure to the benefit of the parties
hereto and their permitted successor and assigns, and any reference
hereto shall also be a reference to a permitted successor or
assign.
5. Modification of Agreement. This
agreement may be amended or modified only in writing signed by all
of the Parties.
6. Notices. All notices, consents, waivers
and other communications under this Agreement mu
