This Assignment and Assumption Agreement involves
Title: BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
Governing Law: California Date: 9/17/2015
Industry: Computer Services Sector: Technology
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
This bill of sale and assignment and assumption agreement is entered into on September 1, 2015 , between Marc and Michael Lasky (the " Buyers "), and Peer to Peer Network, a Nevada Corporation, (the " Seller ").
The Seller owns and operates a technology business known as Psychic Friends Network (the " Business ").
The Seller has agreed to sell, and the Buyers have agreed to purchase the assets of the Business.
Therefore, the parties agree as follows:
1. Sale of the Purchased Assets; Assumption of the Assumed Contracts and Liabilities. Subject to the provisions set forth in this agreement, as of date hereof, the Seller hereby sells, conveys, assigns, and transfers to the Buyer the assets set forth on Schedule 1 (the " Purchased Assets ") free and clear of any and all liens and encumbrances, and the Buyer hereby accepts the sale, conveyance, assignment, and transfer of the Purchased Assets and assumes the Seller's obligations under the contracts listed on Schedule 1 (the " Assumed Contracts ") and all liabilities related to the Business and the Purchased Assets after the date hereof.
2. No Other Assumption of Liabilities. Except for the Assumed Contracts, the Buyer does not assume any obligation or liability of the Seller for the Purchased Assets or the Business, or the Assumed Contracts arising before the date hereof. The Seller will not be responsible for any liability that arises from the Buyer's operation of the Business, the Purchased Assets, or the Assumed Contracts after the Effective Time.
3. Purchase Price. The purchase price for the Purchased Assets is $17,000 (the " Purchase Price "). The Buyers shall pay the Purchase Price as follows: All $17,000 shall be subtracted from the accrued compensation that is owed to Marc and Michael Lasky by Seller ($8500 from each).
4. Representations and Warranties. The Seller makes no representations or warranties in connection with the Business or Purchased Assets, which are being sold on an "as is" basis.
5. Survival . Except as otherwise provided in this agreement, the representations and promises of the parties contained in this agreement will survive (and not be affected in any respect by) the date hereof for the applicable statute of limitations as well as any investigation conducted by any party and any information which any party may receive.
6. Further Actions. At any time and from time to time after the date of this agreement: (1) the Seller shall execute and deliver or cause to be executed and delivered to the Buyers such other instruments and take such other action, all as the Buyers may reasonably request, in order to carry out the intent and purpose of this agreement; and (2) the Buyers shall execute and deliver or cause to be executed and delivered to the Seller such other instruments and take such other action, all as the Seller may reasonably request, in order to carry out the intent and purpose of this agreement.
7. Governing Law; Venue. This agreement and the transactions contemplated hereby will be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws principles) of the State of California. Any suit, action, or other proceeding brought against any of the parties to this agreement or any dispute aris