This Assignment and Assumption Agreement involves
Title: Assignment and Assumption Agreement Dated as of July 29, 2016
Governing Law: Florida Date: 8/3/2016
Industry: Misc. Financial Services Sector: Financial
and Assumption Agreement
Dated as of July 29, 2016
This Assignment and Assumption Agreement (this “Agreement”) is made effective as of the date first set forth above, pursuant to that certain Asset Purchase Agreement, by and among (i) VPR Brands LP, a Delaware limited partnership (“Buyer”), Kevin Frija (“Mr. Frija”) and Vapor Corp., a Delaware corporation (“Seller”), dated of even date herewith (the “Asset Purchase Agreement”). Capitalized terms which are used but not defined in this Agreement shall have the meanings ascribed to such terms in the Asset Purchase Agreement.
A. Subject to the terms and conditions of the Asset Purchase Agreement, Seller has agreed to sell, assign, transfer and deliver all of its right, title and interest in and to the Assets to Buyer, and Buyer has agreed to assume the Assumed Liabilities.
B. The execution and delivery by of this Agreement by each of Buyer and Seller is a condition precedent to the obligations of Buyer and Seller to consummate the transactions contemplated by the Asset Purchase Agreement.
Terms of Agreement
Now, therefore, in consideration of the execution and delivery of the Asset Purchase Agreement, the sufficiency of such consideration is hereby acknowledged, Seller and Buyer hereby agree as follows:
1. Assignment and Assumption of Assumed Liabilities . Seller does hereby sell, assign, transfer and convey to Buyer all of the right, title and interest of Seller in, to and under the Assumed Liabilities set forth on Exhibit A hereto, together with any other rights, privileges and benefits belonging to or held by Seller thereunder. Buyer hereby agrees to pay, perform, and cause to be paid or performed, and otherwise to discharge or cause to be discharged, all debts, duties and other obligations of Sell