Assignment and Assumption of Specified Liabilities Agreement between Aura Ceramics, Inc. and Alpha Ceramics, Inc.

Summary

This agreement, dated May 3, 2000, is between Aura Ceramics, Inc. (Seller) and Alpha Ceramics, Inc. (Buyer). It formalizes the transfer of certain specified liabilities from the Seller to the Buyer as part of a broader asset purchase. The Buyer agrees to assume and pay the defined "Assumed Liabilities," while the Seller remains responsible for all other "Retained Liabilities" that arose before the closing date. The agreement is part of the execution of an earlier Asset Purchase Agreement involving both parties and Aura Systems, Inc.

EX-10.34 12 0012.txt ASSIGNMENT AND ASSUMPTON OF LIABILITIES - CERAMICS ASSIGNMENT AND ASSUMPTION OF SPECIFIED LIABILITIES THIS ASSIGNMENT AND ASSUMPTION, made as of the 3rd day of May, 2000, by and between AURA CERAMICS, INC., a Delaware corporation ("Seller"), and ALPHA CERAMICS, INC., a Minnesota corporation ("Buyer"). WHEREAS, Buyer, Seller and Aura Systems, Inc., a Delaware corporation, have entered into that certain Asset Purchase Agreement dated as of February 29, 2000 (the "Asset Purchase Agreement"); WHEREAS, the Asset Purchase Agreement provides that Buyer is to acquire all of the assets of Seller, other than the "Retained Assets" (as such term is defined in Section 2.2 of the Asset Purchase Agreement); and WHEREAS, the Asset Purchase Agreement provides that Buyer is to assume certain specified liabilities of Seller as set forth in Section 2.3 of the Asset Purchase Agreement. NOW, THEREFORE, in consideration of the transactions as described in the Asset Purchase Agreement, and other good and valuable consideration, the receipt, sufficiency and mutuality of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. ASSUMPTION. Buyer hereby assumes and agrees to pay according to their terms all of the "Assumed Liabilities", as that term is defined in Section 2.3 of the Asset Purchase Agreement. 2. RETAINED LIABILITIES. Seller shall remain unconditionally liable for all "Retained Liabilities", which term is defined in Section 2.3 of the Asset Purchase Agreement as all obligations, liabilities and commitments of Seller, presently existing or contingent arising out of events or circumstances occurring on or prior to the Closing Date (as that term is defined in the Asset Purchase Agreement). Buyer is not assuming or agreeing to pay or perform the Retained Liabilities or any other liabilities, obligations or commitments of Seller other than the Assumed Liabilities. [Remainder of page intentionally left blank.] SELLER: Date: May ___, 2000 AURA CERAMICS, INC. By: Its: By: Its: BUYER: Date: May ____, 2000 ALPHA CERAMICS, INC. By: James E. Sloane Its: President