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Exhibit 99.1
ASSIGNMENT AND ASSUMPTION AGREEMENT (UK)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated as
of
January __, 2005, is entered into by and between Citel
Technologies Limited,
company number 02459517, a corporation organized under the laws
of England and
Wales ("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., a Delaware corporation, and MCK Canada
Operations
Inc., a corporation organized under the laws of British
Columbia. 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 (UK)
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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 shall be
deemed controlling.
4. Governing Law; Waiver of Jury Trial. This Agreement shall be
governed
by, and interpreted in accordance with, the laws of the State of
New York
applicable to contracts made and to be performed entirely within
that State,
without reference to its conflict of laws rules. Each of the
Sellers and
Purchaser irrevocably consents to the service of process in any
action or
proceeding hereunder by the mailing of copies thereof by
registered or certified
airmail, postage prepaid, to the address specified in Section
15.4 of the Asset
Purchase Agreement. The foregoing shall not limit the rights of
any Party to
serve process in any other manner permitted by applicable law or
regulation or
to obtain execution of judgment in any other jurisdiction.
5. Binding Effect; Assignment: No Third Party Beneficiary.
Except as
otherwise expressly provided herein, the provisions hereof shall
inure to the
benefit of, and be binding upon, each of the Sellers and
Purchaser and its
respective successors and assigns. Neither this Agreement nor
any rights
hereunder shall be assignable by any Party without the prior
written consent of
the other Party. This Agreement is for the sole benefit of the
Parties and their
respective successors and permitted assigns and nothing herein,
express or
implied, is intended or shall confer upon any other person or
entity any legal
or equitable right, benefit or remedy of any nature whatsoever
under or by
reason of this Agreement.
6. Counterparts. This Agreement may be executed in two or
more
counterparts, each of which shall be deemed to constitute an
original, but all
of which together shall constitute one and the same
document.
[Remainder of Page Intentionally Left Blank]
Assignm
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IN WITNESS WHEREOF, the Parties have caused this Assignment and
Assumption
Agreement to be executed as of the date first written above by
their respective
officers thereunto duly authorized.
SELLERS: MCK Communications, Inc. (NV)
Verso Technologies, Inc.
By:/s/ Juliet M. Reising
By:/s/ Juliet M. Reising ------------------------------
-------------------------------- Name: Juliet M. Reising
Name: Juliet M. Reising ----------------------------
------------------------------ Title: Vice President
Title: Executive Vice President and
--------------------------
Chief Financial Officer
----------------------------- MCK Telecommunications Inc.
MCK Communications, Inc. (DE) By: Juliet M. Reising
------------------------------
By: /s/ Juliet M. Reising Name: Juliet M. Reising
--------------------------------
----------------------------
Name: Juliet M. Reising Title: President
------------------------------ ---------------------------
Title: Vice President
-----------------------------
Digital Techniques, Inc.
By: /s/ Juliet M. Reising
--------------------------------
Name: Juliet M. Reising
------------------------------
Title: Vice President
-----------------------------
PURCHASER: CIKL Technologies Limited
Citel Technologies Limited
By:/s/ Nicholas G. Gretton
By: /s/ Michael Joseph Robinson
------------------------------
-------------------------------- Name: Nicholas G. Gretton
Name: Michael Joseph Robinson ----------------------------
------------------------------ Title: Secretary
Title: Chief Executive Officer ---------------------------
Assignm
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ANNEX A
ASSI
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