ASSUMPTION OF LIABILITIES
KNOW ALL MEN BY THESE PRESENTS :
This Assumption of Liabilities is executed and delivered is as of
May 1, 2005 from
UCN, Inc., a Delaware corporation (“Buyer”),
to
Transtel Communications, Inc., a Delaware corporation,
Tel-America of Salt Lake City, Inc., a Utah corporation,
Extelcom, Inc., a Utah corporation,
Communication Recovery Services, Inc., a Utah corporation, and
National Network Corporation, a Colorado corporation,
(collectively the “Sellers” and individually a
“Seller”).
W I T N E S S E T H:
WHEREAS , Sellers are selling to Buyer, and Buyer is
purchasing from Sellers, certain assets of Sellers pursuant to the
terms and conditions of the Asset Purchase Agreement between the
parties effective as of May 1, 2005 (“Agreement”), and
Buyer has agreed to assume certain liabilities of Sellers in
connection therewith (“Assumed Liabilities”);
NOW, THEREFORE, in consideration of the premises, mutual
covenants and agreements of the parties herein contained, and for
other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged:
1.
Assumption . Upon completion of the Closing, Buyer does
hereby assume and agree to pay all of the liabilities and to
discharge the payment obligations for all Assumed Liabilities
listed and described in the Agreement and Exhibit A hereto,
effective as of the Effective Date.
2. Further
Assurances . Buyer a
