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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 shall be
deemed controll
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