BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
▇▇▇▇
OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
This
AGREEMENT
is made
this 13th day of November, 2006, by and among ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Assignor")
and
Vision
Global Solutions Inc., a
corporation organized and existing under the laws of the State of Nevada
("Assignee").
WITNESSETH:
WHEREAS,
the
Assignor has agreed to assume all the assets and liabilities of the Assignee
[except for the Vesmark assets and liabilities] (collectively, the “Assets”);
and
WHEREAS,
the
Assignor wishes to transfer its rights in the Assets to the
Assignee;
NOW,
THEREFORE, in
consideration of the foregoing premises and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
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1.
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Assignment
of Net Assets and Net Liabilities. Subject
to the terms and conditions set forth herein, Assignor hereby assigns
and
transfers to Assignee, and Assignor agrees to assume from Assignee,
all of
the Assets, such Assets including all the shares of Vision R4 and
ARTI Vision Inc. (both wholly owned subsidiaries of Assignee) and all
the liabilities of Assignor
(including, but not limited to, the liabilities of Vision R4 and
ARTI Vision Inc.).
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2.
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Assignee
Bound.
Assignee hereby accepts the foregoing assignment and transfer and
promises
to be bound by and upon all the covenants, agreements, terms and
conditions set forth herein.
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3.
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Benefit
and Assignments.
This Agreement shall be binding upon and inure to the benefit of
the
parties hereto and their respective successors and assigns; provided
that
no party shall assign or transfer all or any portion of this Agreement
without the prior written consent of the other party, and any such
attempted assignment shall be null and void and of no force or
effect.
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4.
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Assignee
warrants and represents that he/she has good title to said Assets,
full
authority to sell and transfer same and that said Assets are being
sold
free and clear of all liens, encumbrances, liabilities and adverse
claims,
of every nature and description. Assignee further warrants that it
shall
sully defend, protect, indemnify and save harmless the Buyer and
its
lawful successors and assigns from any and all adverse claim, that
may be
made by any party against said Assets. Assignor agrees and acknowledges
that the liabilities to be assumed are greater than the assets but
will
not now, or at any time, request any additional consideration to
offset
the additional cost of the
liabilities.
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5.
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Waiver.
Any party hereto shall have the right to waive compliance by the
other of
any term, condition or covenant contained herein. Such waiver shall
not
constitute a waiver of any subsequent failure to comply with the
same or
any different term, condition or
covenant.
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6.
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Applicable
Law.
Florida, other than choice of law, shall govern the validity,
construction, interpretation and effect of this
Agreement.
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7.
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Headings.
The paragraph headings of this Agreement are for convenience of reference
only and do not form a part of the terms and conditions of this Agreement
or give full notice thereof.
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8.
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Severability.
Any provision hereof that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the
extent
of such prohibition or unenforceability, without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable
such
provision in any other
jurisdiction.
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9.
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Entire
Agreement.
This Agreement contains the entire understanding between the parties,
no
other representations, warranties or covenants having induced either
party
to execute this Agreement, and supersedes all prior or contemporaneous
agreements with respect to the subject matter hereof. This Agreement
may
not be amended or modified in any manner except by a written agreement
duly executed by the party to be charged, and any attempted amendment
or
modification to the contrary shall be null and void and of no force
or
effect.
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10.
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Joint
Drafting.
The parties agree that this Agreement hereto shall be deemed to have
been
drafted jointly by all parties hereto, and no construction shall
be made
other than with the presumption of such joint
drafting.
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11.
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Counterparts.
This Agreement may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed an original and which
together
shall constitute one and the same instrument. In lieu of the original
documents, a facsimile transmission or copy of the original documents
shall be as effective and enforceable as the
original.
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IN
WITNESS WHEREOF, each
of
the parties hereto has caused this ▇▇▇▇ of Sale and Assignment and Assumption
to
be executed as of the day and year first above written.
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By:
/s/
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇
Print
Name: ▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇.
Emas
Print Name: ▇▇▇▇▇▇ ▇. Emas
Attorney-in-fact
for Assignee (Vision Global Solutions,
Inc.)
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