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EXHIBIT 99.3
ASSIGNMENT AND ASSUMPTION AGREEMENT (CANADA)
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated as of
January 21, 2005, is entered into by and
between MCK Canada Operations Inc., a
corporation organized under the laws of
British Columbia ("Purchaser"), and
Verso Technologies, Inc., a Minnesota
corporation, MCK Communications, Inc., a
Nevada corporation, MCK Communications,
Inc., a Delaware corporation, MCK
Telecommunications Inc., a Yukon Territory
corporation, and Digital Techniques,
Inc., a Texas corporation (collectively,
"Sellers"), pursuant to the Asset
Purchase Agreement (as amended,
supplemented or otherwise modified from time to
time in accordance with its terms, the
"Asset Purchase Agreement"), dated as of
January 21, 2005, by and among Purchaser,
Sellers, Citel Technologies, Inc.,
company number 02459517, a corporation
organized under the laws of England and
Wales, and Citel Technologies, Inc., a
Delaware corporation. Each of the
Purchaser and Sellers is referred to herein
individually as a "Party" and
together as the "Parties." Capitalized
terms used herein but not defined herein
shall have the meanings set forth in the
Asset Purchase Agreement.
RECITALS:
WHEREAS,
pursuant to Section 2.1(j) of the Asset Purchase Agreement,
Sellers and Purchaser have agreed that the
Purchaser shall purchase, acquire,
accept and assume from Sellers, all of each
Seller's right, title and interest
in, to and under, and all obligations under
or relating to, the Contracts set
forth on Annex A hereto (the "Assigned
Contracts"); and
WHEREAS,
pursuant to Section 3.1 of the Asset Purchase Agreement and
subject to Section 3.2 thereto, Sellers and
Purchaser have agreed that the
Purchaser shall assume and become liable
for each of the Liabilities set forth
on Annex B hereto (the "Assumed
Liabilities").
NOW
THEREFORE, in consideration of the mutual promises and covenants
set
forth in this Agreement, and for other good
and valuable consideration, the
receipt and sufficiency of which is hereby
acknowledged and accepted, each Party
hereby agrees as follows:
1.
Assignment and Assumption of Assigned Contracts. Upon the terms
and
subject to the condition set forth in the
Asset Purchase Agreement from and
after the Closing, (a) each Seller does
hereby assign and delegate to Purchaser
all of such Seller's right, title and
interest in, to and under, and all
obligations under or relating to, the
Assigned Contracts and (b) Purchaser does
hereby assume and agrees to pay, defend,
discharge and perform as and when due
all Liabilities and obligations to perform
arising under or relating to each of
the Assigned Contracts, except Liabilities,
even if arising post-Closing, for
performance under the Assigned Contracts
prior to Closing.
2.
Assumption of Assumed Liabilities. Upon the terms and subject to
the
condition set forth in the Asset Purchase
Agreement, Purchaser does hereby
assume, and from and after the Closing
shall be obligated to pay, perform and
discharge when due the Assumed Liabilities.
Purchaser assumes no Excluded
Liabilities, and the parties hereto agree
that all such Excluded Liabilities
shall remain the sole responsibility of
Sellers.
Assignment and Assumption Agreement (Canada)
1
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3.
Relationship to Asset Purchase Agreement. Sellers make no express
or
implied representations or warranties in
this Agreement of any kind whatsoever
with respect to the Assigned Contracts.
This Agreement in no way defeats,
limits, alters, impairs, enhances or
enlarges any right, obligation, claim or
remedy under the Asset Purchase Agreement,
including any rights the Parties may
have under the representations, warranties
and indemnities set forth therein. If
any provision of this Agreement is
construed to conflict with a provision of the
Asset Purchase Agreement, the provision in
the Asset Purchase Agreement
