Exhibit 10.15
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated March 4, 2005, among CLARION
SENSING
SYSTEMS ACQUISITION CORP., a New Jersey
corporation ("Buyer") and CLARION
SENSING SYSTEMS, INC., an Indiana
corporation ("Seller").
RECITALS:
Seller and Buyer have entered into an Asset Purchase Agreement,
dated
as of , 2005, (the "Purchase Agreement";
capitalized terms used and not
otherwise defined herein have the meaning
given such terms in the Purchase
Agreement).
Pursuant to the Purchase Agreement Buyer has agreed to assume
certain
liabilities and obligations of Seller.
The execution and delivery of this Agreement by Buyer is a
condition to
the obligations of Seller to consummate the
transactions contemplated by the
Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
agreements
and covenants set forth herein and in the
Purchase Agreement, the Buyer and the
Seller hereby agree as follows:
1. Assumption of
Liabilities. Subject to Section 2, the Buyer hereby
assumes and agrees to pay, perform and
discharge when due, the Assumed
Liabilities.
2. Excluded
Liabilities. Except to the extent of the Assumed
Liabilities d
