AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAssumption Agreement |
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AGREEMENT
OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF
OBLIGATIONS
This
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations (“Transfer
and Assumption Agreement”)
is
made as of August 13, 2007, by International Food and Wine Consultants, Inc.,
a
Delaware corporation (“Assignor”),
and
IFWC Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of
Assignor (“Assignee”).
WHEREAS,
Assignor is a party to an agreement and plan of merger, dated August 13, 2007,
whereby a wholly-owned subsidiary of Assignor merged with and into G8Wave,
Inc.,
a Delaware corporation (“G8Wave”),
and
G8Wave, as the surviving corporation, became the wholly-owned subsidiary of
Assignor (the “Merger”);
WHEREAS,
immediately prior to the closing of the Merger, Assignor was engaged in the
business of teaching Italian cuisine preparation in Italy (the “Business”);
and
WHEREAS,
Assignor desires to convey, transfer and assign to Assignee, and Assignee
desires to acquire from Assignor, all of the assets of Assignor relating to
the
Business, and in connection therewith, Assignee has agreed to assume all of
the
liabilities of Assignor relating to the Business, on the terms and conditions
set forth herein.
NOW
THEREFORE, in consideration of the mutual promises and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section
1. Assignment.
1.1. Assignment
of Assets.
For
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell,
convey, transfer and deliver to Assignee, and its successors and assigns, all
of
Assignor’s right, title and interest in, to and under the assets, properties and
business, of every kind and description, wherever located, real, personal or
mixed, tangible or intangible, owned, held or used in the conduct of the
Business (the “Assets”),
including, but not limited to, the Assets listed on Exhibit
A
hereto,
and
identified in part by reference to Assignor’s balance sheet as of March 31,
2007, filed with Securities and Exchange Commission as part of Assignor’s
quarterly report on Form 10-QSB on May 14, 2007 (the “Balance
Sheet”);
1.2 Further
Assurances.
Assignor shall from time to time after the date hereof at the request of
Assignee and without further consideration execute and deliver to Assignee
such
additional instruments of transfer and assignment, including without limitation
any bills of sale, assignments of leases, deeds, and other recordable
instruments of assignment, transfer and conveyance, in addition to this Transfer
and Assumption Agreement, as Assignee shall reasonably request to evidence
more
fully the assignment by Assignor to Assignee of the Assets.
Section
2. Assumption.
2.1 Assumed
Liabilities.
As of
the date hereof, Assignee hereby assumes and agrees to pay, perform and
discharge, fully and completely, (i) all
of
Assignor’s liabilities,
commitments, contracts, agreements, obligations or other claims against
Assignor, whether known or unknown, asserted or unasserted, accrued or
unaccrued, absolute or contingent, liquidated or unliquidated, due or to become
due, and whether contractual, statutory, or otherwise associated
with the Business (the “Liabilities”),
including, but not limited to, the Liabilities listed on Exhibit
B,
and
identified in part by reference to the Balance Sheet.
2.4 Further
Assurances.
Assignee shall from time to time after the date hereof at the request of
Assignor and without further consideration execute and deliver to Assignor
such
additional instruments of assumption in addition to this Transfer and Assumption
Agreement as Assignor shall reasonably request to evidence more fully the
assumption by Assignee of the Liabilities.
Section
3.
Headings.
The
descriptive headings contained in this Transfer and Assumption Agreement are
for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Transfer and Assumption Agreement.
Section
4. Governing
Law.
This
Transfer and Assumption Agreement shall be governed by and construed in
accordance with the laws of the Stat
