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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
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Name: Juliet M. Reising
Name: Juliet M. Reising
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Title: Vice President
Title: Executive Vice President and
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Chief Financial Officer
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MCK Telecommunications Inc.
MCK Communications, Inc. (DE)
By: Juliet M. Reising
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By: /s/ Juliet M. Reising
Name: Juliet M. Reising
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Name: Juliet M. Reising
Title: President
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Title: Vice President
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Digital Techniques, Inc.
By: /s/ Juliet M. Reising
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Name: Juliet M. Reising
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Title: Vice President
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PURCHASER:
CIKL Technologies Limited
Citel Technologies Limited
By:/s/ Nicholas G. Gretton
By: /s/ Michael Joseph Robinson
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Name: Nicholas G. Gretton
Name: Michael Joseph Robinson
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