HomeMy WebLinkAboutC2008-315 - 4/15/2008 - Approved
BILL OF SALE. ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT is
made and entered into this 30a' day of May, 2008, by and between EARTHLINK, INC., a
Delaware corporation (the "Seller"), and the CITY OF CORPUS CHRISTI, TEXAS, a duly
constituted and validly organized municipality under the laws of the State of Texas (the
"Purchaser"). Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in that certain Termination and Asset Transfer Agreement dated
as of April 16, 2008 (the "Purchase Agreement") by and among Seller, Purchaser and CC Digital
Community Development Corporation.
1. Transfer and Assignment. Seller hereby sells, transfers, assigns and delivers to
Purchaser, and Purchaser hereby purchases, accepts, assumes and receives, all right, title and
interest in and to the Purchased Assets in accordance with the terms and conditions set forth in
the Purchase Agreement.
2. Assumption. Purchaser hereby assumes, and agrees to pay, perform and
discharge, the Assumed Liabilities in accordance with the terms and conditions set forth in the
Purchase Agreement.
3. Purchase Agreement. Seller, by its execution of this Bill of Sale, Assignment
and Assumption Agreement, and Purchaser, by its acceptance of this Bill of Sale, Assignment
and Assumption, each hereby acknowledge and agree that neither the representations and
warranties nor the rights and remedies of any party under the Purchase Agreement shall be
deemed to be enlarged, modified or altered in any way by this instrument.
4. Governin¢ Law. This Bill of Sale, Assignment and Assumption Agreement shall
be governed by, and construed in accordance with, the laws of the State of Texas, without regard
to applicable principles of conflicts of law to the extent such principles otherwise would defer to
the substantive laws of some other jurisdiction.
5. Further Assurances. Upon the reasonable request of the other party, each party
hereto agrees to take any and all actions necessary or appropriate to give effect to the terms and
conditions set forth herein.
6. Bindin¢ Effect. This Bill of Sale, Assignment and Assumption Agreement shall
be binding upon and shall inure to the benefit of Seller, Purchaser and their respective successors
and assigns.
2008-315
Ord. 027662
04/15/08
and Assumption Agreement (2)
Earthlink, Inc.
IN WITNESS WHEREOF, the parties have caused their respective duly authorized
representatives to execute this Bill of Sale, Assignment and Assumption Agreement as of the day
and yeaz first above written.
JQ.2.
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"Seller"
"Purchaser"
CITY OF CORPUS CHRISTI,
By:
Title:
,Q~~ 0~ ~~ UTHORILt~
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SECRCI'ARY~{j~j ,
TEXAS
ELNK_Co1pus Ctuisli Bill oCSale and Assi~menl and Assumption Ag~cemenl (2).DOC -2.-
EARTHLINK, INC.
IN WITNESS WHEREOF, the parties have caused their respective duly authorized
representatives to execute this Bill of Sale, Assignment and Assumption Agreement as of the day
and year first above written.
"Seller"
EARTHLINK, INC.
By:
Title:
"Purchaser"
CITY OF CORPUS CHRISTI, TEXAS
By: ~ U 1~~--
Title: T Gn
~~y
Approved as to torte: // //
~'~~ ~ ~~ W 2~UTMURILt~
Lisa Agul ar ,
Assistant City Attorney g
For City Attomey RY CIDUNCIL..~~ 15 ~ n
~SECR~ Rv ~p
ATTEST. ~ st0~
ARM OAND~CIiAPA__•~••rr
CfTY SECRETAR"
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