EXHIBIT 10.26
▇▇▇▇ OF SALE AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ▇▇▇▇ OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and
effective the close of business on May 31, 1998, is by and between ▇▇▇▇ Systems
International, Inc., a Delaware corporation ("▇▇▇▇ SYSTEMS") and ▇▇▇▇ Group,
Inc., a Delaware corporation ("▇▇▇▇ GROUP").
A. Troy Group desires to contribute to ▇▇▇▇ Systems substantially all of
the assets and liabilities used in ▇▇▇▇ Group's business and ▇▇▇▇ Systems
desires to accept such assets and liabilities.
B. Troy Systems desires to contribute to ▇▇▇▇ Group all of the assets and
liabilities set forth on the balance sheet attached hereto as Exhibit A (the
assets set forth on such balance sheet are hereinafter referred to as the "▇▇▇▇
SYSTEMS ASSETS" and the liabilities set forth on such balance sheet are
hereinafter referred to as the "▇▇▇▇ SYSTEMS LIABILITIES") and ▇▇▇▇ Group
desires to accept such assets and liabilities.
In consideration of the premises and the other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, ▇▇▇▇ Systems and ▇▇▇▇
Group hereby agree as follows:
1. SALE OF ASSETS. ▇▇▇▇ Group hereby sells, transfers, conveys, assigns and
delivers to ▇▇▇▇ Systems, its successors and assigns, all right, title and
interest of ▇▇▇▇ Group's assets, properties and rights used in or arising out of
the operation of its business, as a going concern, of every nature, kind and
description, tangible and intangible, real, personal or mixed, wheresoever
located and whether or not carried or reflected on the books and records of ▇▇▇▇
Group including, without limitation, the following:
(a) title to, or ▇▇▇▇ Group's leasehold interests in, the real property
that is leased by ▇▇▇▇ Group or in which it has any right or interest;
(b) personal property that is owned or leased by ▇▇▇▇ Group or in which it
has any right or interest;
(c) logos, trademarks, trademark registrations and trademark applications
or registrations thereof, including the goodwill associated therewith;
(d) the goodwill of ▇▇▇▇ Group's business;
(e) copyrights, copyright applications and copyright registrations,
patents and patent applications;
(f) rights under or pursuant to licenses by or to ▇▇▇▇ Group;
(g) development and prototype hardware, software, processes, formula,
trade secrets, inventories and royalties, including all rights to ▇▇▇ for past
infringements;
(h) leaseholds and other interest in land;
(i) inventory (materials, work in process, finished goods), equipment,
machinery, furniture, fixtures, motor vehicles and supplies;
(j) cash, money and deposits with financial institutions and others,
certificates of deposit, commercial paper, notes, evidences of indebtedness,
stocks, bonds and other investments;
(k) accounts receivables;
(l) prepaid expenses;
(m) all rights of ▇▇▇▇ Group under or pursuant to all warranties,
representations and guarantees made by suppliers, manufacturers and contractors
in connection with products or services of ▇▇▇▇ Group's business;
(n) insurance policies, contracts, purchase orders, customers, lists of
customers and suppliers, sales representative agreements, and all favorable
relationships, causes of action, judgments, claims and demands of whatever
nature;
(o) all credit balances of or inuring to ▇▇▇▇ Group under any state
unemployment compensation plan or fund;
(p) employment contracts;
(q) obligations of the present and former officers and employees and of
individuals and corporations;
(r) rights under joint venture agreements or arrangements;
(s) files, papers and records relating to ▇▇▇▇ Group's business and
assets; and
(t) all of the assets as reflected on the unaudited balance sheet attached
as Exhibit B dated May 31, 1998 (the "MAY BALANCE SHEET") as such assets are on
hand on the effective date hereof, or similar replacement assets acquired prior
to the effective date hereof (the foregoing are sometimes collectively called
the "▇▇▇▇ GROUP ASSETS").
▇▇▇▇ Group will cooperate with ▇▇▇▇ Systems and take such further action as
may reasonably be requested by ▇▇▇▇ Systems in order to vest in ▇▇▇▇ Systems all
right, title and interest of ▇▇▇▇ Group in and to the ▇▇▇▇ Group Assets,
including, without limitation, the
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execution and delivery to ▇▇▇▇ Systems of such further bills of sale,
assignments, deeds, title documents or other instruments as may reasonably be
requested by ▇▇▇▇ Systems and obtaining of such consents or approvals as may be
necessary or appropriate to effect the transfers and assignments made hereby.
▇▇▇▇ Group hereby constitutes and appoints ▇▇▇▇ Systems its true and lawful
attorney to do every act and thing whatsoever that ▇▇▇▇ Group could lawfully do
in connection with the sale, transfer and assignment of the ▇▇▇▇ Group Assets.
2. ASSUMPTION OF LIABILITIES. ▇▇▇▇ Systems hereby accepts, assumes and agrees
to pay, perform and discharge any and all obligations and liabilities of ▇▇▇▇
Group, of every kind and description, directly related to the ▇▇▇▇ Group Assets,
properties and rights, whether accrued, absolute or contingent, or whether in
existence on the date hereof or arising hereafter, including, without
limitation, all accounts payable.
3. SALE OF ▇▇▇▇ SYSTEMS ASSETS. ▇▇▇▇ Systems hereby sells, transfers,
conveys, assigns and delivers to ▇▇▇▇ Group, its successors and assigns, all
right, title and interest of the ▇▇▇▇ Systems Assets.
▇▇▇▇ Systems will cooperate with ▇▇▇▇ Group and take such further action as
may reasonably be requested by ▇▇▇▇ Systems in order to vest in ▇▇▇▇ Group all
right, title and interest of ▇▇▇▇ Systems in and to the ▇▇▇▇ Systems Assets,
including, without limitation, the execution and delivery to ▇▇▇▇ Group of such
further bills of sale, assignments, deeds, title documents or other instruments
as may reasonably be requested by ▇▇▇▇ Systems and obtaining of such consents or
approvals as may be necessary or appropriate to effect the transfers and
assignments made hereby.
▇▇▇▇ Systems hereby constitutes and appoints ▇▇▇▇ Group its true and lawful
attorney to do every act and thing whatsoever that ▇▇▇▇ Systems could lawfully
do in connection with the sale, transfer and assignment of the ▇▇▇▇ Systems
Assets.
4. ASSUMPTION OF LIABILITIES. ▇▇▇▇ Group hereby accepts, assumes and agrees
to pay, perform and discharge the ▇▇▇▇ Systems Liabilities, of every kind and
description, directly related to the ▇▇▇▇ Systems Assets.
5. COUNTERPARTS. This Agreement may be executed in any number of separate
counterparts, all of which when executed and delivered, shall be deemed to be
one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this ▇▇▇▇ of Sale and
Assignment and Assumption Agreement to be executed by their duly authorized
representatives.
▇▇▇▇ SYSTEMS INTERNATIONAL, INC. ▇▇▇▇ GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. Dirk
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ J. ▇▇▇▇
Its: Chief Executive Officer Its: Chief Executive Officer
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