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2 . Assignment and assumption of contracts . Assignor hereby transfers , conveys , <br /> Assigns and delivers to Assignee all of Assignor ' s right, title and interest in, to <br /> and under the Contract described in Exhibit A, effective as of January 1 , 2005 . <br /> Assignee hereby assumes all of the obligations , terms and covenants set forth in <br /> the Contract to be observed and performed by Assignor and agrees to be bound by <br /> the terms, conditions and covenants of the Contract described in Exhibit A. <br /> 3 . Binding Effect. This Assignment shall be binding upon, and shall inure to the <br /> benefit of, the parties hereto and their respective successors and assigns . <br /> 4 . Governing Law . This Assignment shall be governed by, and construed in <br /> accordance with, the laws of the State of Florida. <br /> IN WITNESS WHEREOF , the parties hereto have caused this Assignment to be <br /> executed as of the date and year first above written . <br /> Signed, sealed and delivered <br /> In the presence of ASSIGNOR <br /> WCG/Neel- S haffe Inc . <br /> (Y2- <br /> Dav <br /> nt <br /> As to Assignor <br /> ASSIGNEE : <br /> NEEL - SCHAFFER, INC . <br /> By: <br /> As to Assignee <br />