Exhibit 10.44
GENERAL ▇▇▇▇ OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, SEDONA WORLDWIDE INCORPORATED, an Arizona corporation
("Seller"), hereby grants, bargains, sells, transfers, conveys, assigns and sets
over unto ILX RESORTS INCORPORATED, an Arizona corporation ("Buyer") any and all
of Seller's right, title and interest in and to all personal property and real
property of Seller, whether tangible or intangible, including, but not limited
to, cash, accounts receivable, inventory, furniture, furnishings, equipment,
fixtures, improvements, trademarks, tradenames and all intellectual property
assets owned or used by Seller in the conduct of its business prior to the
effective date of this agreement (the foregoing being collectively referred to
herein as the "Property," which shall include without limitation all of the
assets set forth on the Balance Sheet, dated as of December 31, 2001, attached
hereto as Exhibit "A").
TO HAVE AND TO HOLD the property unto Buyer, its successors and assigns
forever. Seller hereby represents and warrants to Buyer that Seller is the owner
of the Property and has full right and authority to sell, assign, transfer and
convey the Property unto Buyer; and Seller shall warrant and defend the title to
the Property being conveyed hereby to Buyer against all claims by others.
Buyer assumes and agrees to pay and perform, when due, all of Seller's
obligations with respect to the Property or as otherwise described and/or set
forth as "Liabilities" on Exhibit "A".
In addition to the acts and agreements of Seller and Buyer described
herein, Seller and Buyer shall perform, execute and deliver or cause to be
performed, executed and delivered any and all further acts and agreements as
either party hereto may reasonably request of the other to consummate the
transactions contemplated herein.
Seller will make available to Buyer all of Seller's files and records
relating to the Property, without representation or warranty as to the content
thereof, except as otherwise specifically provided herein.
DATED as of the 2nd day of January, 2002
SEDONA WORLDWIDE INCORPORATED,
an Arizona corporation
By:_________________________________
▇▇▇ ▇. ▇▇▇▇▇▇▇, President
ACCEPTANCE
Assignee hereby accepts the foregoing transfer and assignment, and assumes
all obligations, duties, responsibilities and liabilities associated with the
Property or as otherwise described and or set forth as "Liabilities" on Exhibit
"A".
DATED as of the 2nd day of January, 2002
ILX RESORTS INCORPORATED
By:_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman